General terms and conditions of ProFa Clean B.V., located in Grootebroek
Valid from July 17, 2024
1Ddefinitions
1.1 ProFa Clean: ProFa Clean means the private limited liability company ProFa Clean B.V., with its registered office in Grootebroek, located in (1613 KT) Grootebroek at Industrieweg 7e, registered in the Trade Register of the Chamber of Commerce under number 89411269.
1.2 Customer: the other party, legal entity acting in the exercise of a profession or business, including its representatives, who has concluded or wishes to conclude an Agreement with ProFa Clean.
1.3 Consumer: the other party, a natural person who does not act in the exercise of a profession or business, who has concluded or wishes to conclude an Agreement with ProFa Clean.
1.4 Agreement: any Agreement concluded between ProFa Clean and the Customer, any amendment or addition thereto, as well as all actions in preparation and/or implementation of that Agreement.
1.5 Distance contract: an Agreement concluded between ProFa Clean and a Consumer in the context of an organized system for distance selling of products, digital content and/or services, whereby exclusive or partial use is made of one or more techniques for distance communication up to and including the conclusion of the Agreement.
1.6 Order: any order from the Customer to ProFa Clean to deliver products, in whatever form.
1.7 Products: all goods produced and/or delivered by or on behalf of ProFa Clean in implementation of an Agreement concluded between the parties, as well as services to be provided by ProFa Clean, whether or not associated therewith.
1.8 Parties: the Customer and ProFa Clean together.
2 Applicability
2.1 Where these general terms and conditions refer to the Customer, in addition to the Customer as referred to in Article 1.2 of these general terms and conditions, this also refers to the Consumer as referred to in Article 1.3 of these general terms and conditions. If the definition of Consumer is explicitly used, that provision explicitly refers to the Consumer, because specific consumer law provisions apply on that point.
2.2 These general terms and conditions apply to every Agreement between ProFa Clean and the Customer, unless the parties have agreed otherwise in writing. A reference by the Customer to his own general terms and conditions is expressly rejected by ProFa Clean.
2.3 Before the Agreement is concluded, the text of these general terms and conditions will be made available to the Customer. If this is not reasonably possible, ProFa Clean will indicate before the Agreement is concluded how the general terms and conditions can be viewed and that they will be sent free of charge as soon as possible at the Customer's request.
2.4 The Customer accepts the applicability of these general terms and conditions to all Agreements to be concluded with ProFa Clean.
2.5 Deviations from these general terms and conditions are only valid if the deviations have been confirmed in writing by ProFa Clean. If ProFa Clean has expressly agreed in writing to a deviation from these general terms and conditions, that deviation only applies to the relevant Agreement.
3 Offer, realization and prices
3.1 Offers from ProFa Clean in any form are without obligation, unless expressly stated otherwise.
3.2 Offers from ProFa Clean are valid for 30 days, unless expressly stated otherwise.
3.3 ProFa Clean's order confirmation is binding for the scope and nature of the Agreement. Obvious mistakes or errors in an offer do not bind ProFa Clean and the Customer cannot derive any rights from them.
3.4 ProFa Clean is only bound by the offer if the Customer has accepted the offer within the period of validity stated in Article 3.2.
3.5 The Agreement is concluded when ProFa Clean confirms the Customer's Order in writing, or when ProFa Clean carries out the order.
3.6 The Customer provides ProFa Clean with all necessary information for the execution of the Agreement.
3.7 The prices stated in the offer are expressed in euros, excluding VAT. Shipping costs are not included in the prices unless stated otherwise.
3.8 For deliveries outside the Netherlands, the Customer is responsible for paying any local sales tax, import duties, customs costs and other public law levies.
3.9 If there is a Distance Agreement concluded between ProFa Clean and a Consumer, the prices stated in the offer are expressed in euros, including VAT. Shipping costs are also stated on the offer.
4 Cancellation
4.1 The Customer is entitled to cancel an Agreement before ProFa Clean has started the execution of the Agreement, provided that he compensates the damage caused to ProFa Clean as a result. This damage includes the losses and lost profits suffered by ProFa Clean and in any case the costs that ProFa Clean has already incurred in preparation, including those of purchased goods, services requested and storage.
4.2 If there is a Distance Agreement concluded between ProFa Clean and a Consumer, the Consumer has the right to withdraw from the Distance Agreement without giving any reason during a cooling-off period of 14 days after he has received the agreed Products.
4.3 The Consumer expressly has no right to withdraw from the Distance Agreement if the concluded Agreement concerns the delivery of Products that are manufactured according to the Consumer's specifications, are not prefabricated and that are manufactured on the basis of an individual choice or decision of the Consumer.
4.4 The Consumer who exercises his right to withdraw from the Distance Agreement is obliged to return the agreed Products to ProFa Clean as soon as possible, or at least within 14 days after he has declared that he has exercised his right of withdrawal. The Consumer bears the costs for returning Products.
4.5 If the Consumer exercises his right to withdraw from the Distance Agreement within the cooling-off period, ProFa Clean will reimburse the Consumer's payments, including any delivery costs, within 14 days after the Consumer has declared that he is exercising his right of withdrawal.
5 Billing and payment
5.1 Unless expressly agreed otherwise, payment must be made using one of the payment methods designated for this purpose by ProFa Clean. Payment must be made within the term announced or stated by ProFa Clean.
5.2 If any dispute arises between ProFa Clean and the Customer regarding the execution of the Agreement, the Customer is expressly not permitted to suspend his payment obligation under the Agreement. Any appeal to settlement or suspension by the Customer is explicitly excluded.
5.3 If the Customer does not make timely payment, the Customer will be in default by operation of law without a written notice of default being required. From the moment he is in default, the Customer owes contractual interest of 2% per month on the amount due, whereby part of a month is counted as a whole month. ProFa Clean also remains entitled to recover extrajudicial and judicial costs from the Customer, including lawyer and bailiff costs. The extrajudicial and judicial costs are fixed at 15% of the amount due, with a minimum of € 100.00.
5.4 Payments from the Customer will first be deducted from the extrajudicial and judicial costs that have become due, then from the contractual interest and finally from the invoice amounts due, whereby the oldest invoice will always be settled in the first place.
5.5ProFa Clean reserves the right to outsource its claim against the Customer, plus the contractual interest and the extrajudicial and judicial costs referred to in Article 5.3, to a third party for collection in the event that the Customer fails to ensure payment within the payment term referred to in Article 5.1. The third party to whom the claim against the Customer is outsourced may charge the Customer other collection costs.
6 Retention of title
6.1 Every delivery of Products by ProFa Clean to the Customer is subject to ownership thereof until the Customer has done everything he is obliged to do under the Agreement, including interest and costs.
6.2 The Customer is only permitted to sell and transfer the Products delivered under retention of title to third parties in the context of his normal business operations after the Customer has fulfilled his payment obligation to ProFa Clean to which he is obliged under the Agreement, including interest and costs.
6.3 The Customer is obliged to store the Products delivered under retention of title with due care and as recognizable property of ProFa Clean.
6.4 If the Customer fails to fulfill his payment obligations to ProFa Clean under the Agreement, or if he gives ProFa Clean good reason to fear that he will fail to meet those obligations, ProFa Clean is entitled to take back the Products delivered under retention of title. The Customer is obliged to cooperate in this.
7 Delivery and risk
7.1 ProFa Clean is obliged to perform its obligations under the Agreement with due care.
7.2 When executing the Agreement, the Customer is obliged by ProFa Clean to do everything that is reasonably necessary or desirable to enable timely delivery by ProFa Clean.
7.3 The agreed delivery time is not a strict deadline. In the event of late delivery by ProFa Clean, the Customer must therefore give ProFa Clean written notice of default. If the delivery time is exceeded, ProFa Clean will arrange for the delivery of Products as soon as possible.
7.4 The agreed Products are deemed to have been delivered when the Customer has received the products, unless expressly agreed otherwise.
7.5 ProFa Clean has the right to deliver the Products in parts. In the case of partial deliveries, what the parties have agreed regarding the delivery of the Products applies to each separate partial delivery. If there are partial deliveries as referred to in this article, each partial delivery, whether or not part of a composite Order, can be invoiced separately to the Customer so that the provisions regarding invoicing under Article 5 apply to those partial deliveries.
7.6 The Customer is obliged to receive the Products delivered by ProFa Clean. If the Customer fails to comply with this obligation, ProFa Clean may store the delivered and unreceived Products. The costs associated with such storage and non-compliance by the Customer will be borne by the Customer.
7.7 Until the moment of delivery of the agreed Products as referred to in 7.4, the agreed Products are at the expense and risk of ProFa Clean. From the moment of delivery, the agreed Products are at the expense and risk of the Customer.
7.8 Notwithstanding Article 7.7, for the business Customer (not being a Consumer) for deliveries outside the Netherlands, the risk of loss, damage or depreciation passes to the Customer at the time that ProFa Clean has transferred the Products to the carrier.
8 Inspection
8.1 The Customer has the obligation to thoroughly investigate immediately after receipt of the delivered Products whether the Products comply with the Agreement.
8.2 If the Customer believes that the delivered Products do not comply with the Agreement, he must object in writing and with reasons to ProFa Clean within 36 hours of receipt of the delivered Products. If it is not reasonably possible for the Customer to discover the defect of the delivered Products within 36 hours of receipt, a period of 36 hours applies from the moment the defect could reasonably have been discovered.
8.3 If there is a Distance Agreement concluded between ProFa Clean and a Consumer, the Consumer must submit a written and substantiated objection to ProFa Clean within two months of discovering the defect.
8.4 If the Customer does not comply complains about the provisions of Article 8.2, no obligation arises for ProFa Clean from such a complaint by the Customer.
8.5 If ProFa Clean considers the Customer's objection to be well-founded, ProFa Clean will only be obliged to replace or reimburse the Customer free of charge for the Products to which the Customer's objection relates, at the discretion of ProFa Clean.
9 Warranty
9.1 ProFa Clean does not provide any other or more extensive warranty on the delivered products than the legal warranty or the warranty of its suppliers and/or manufacturers for the relevant Products. Any statement or assertion in communications with the Customer does not constitute a warranty and does not give the Customer any additional rights other than the rights the Customer already has under the statutory warranty. Any form of warranty, other than the legal warranty, must be expressly agreed in the Agreement. N.B. We provide a 5-year warranty on the Telemax telescopic poles of 7.2 m and 10.8 m if used properly. Other damage caused by human actions (such as falls, bumps, blows, collisions, etc.) are not covered by this warranty. We provide the statutory 2-year warranty on the parts of these telescopic handles.
9.2 Changing, adapting or editing the delivered Products by or on behalf of the Customer without written permission from ProFa Clean will void any warranty. The warranty given by ProFa Clean also lapses if the Products are used for purposes other than usual, or are treated or maintained carelessly.
9.3 ProFa Clean is not obliged to fulfill any warranty obligation as referred to in Article 9 if the Customer, at the time he invokes that warranty, has not fully, correctly or timely fulfilled an obligation under the Agreement towards ProFa Clean.
10 Dissolution
10.1 Any Agreement concluded between ProFa Clean and the Customer can be terminated by ProFa Clean immediately and without further notice of default in the event of any failure by the Customer to comply with any obligation arising from the Agreement, without prejudice to ProFa Clean's right to claim additional compensation.
10.2 ProFa Clean is furthermore entitled to terminate the Agreement with the Customer without further notice of default if:
a) the Customer is declared bankrupt, applies for his own bankruptcy, or applies for a suspension of payments;
b) the Customer transfers his business in whole or in part to a third party;
c) After concluding the Agreement, ProFa Clean becomes aware of circumstances that give it good reason to fear that the Customer will not fulfill its obligations under the Agreement.
10.3 In the event of ProFa Clean being prevented from executing the Agreement as a result of force majeure, ProFa Clean is entitled to suspend the execution of the Agreement without judicial intervention or to dissolve the Agreement in whole or in part, without being liable for any compensation. Force majeure within the meaning of this article may occur in the event of a circumstance beyond the control of ProFa Clean that prevents compliance with the agreement permanently or temporarily, as well as, if not already included, in the event of war, danger of war, civil war, riot, strike and ignition of any other disruption in the business of ProFa Clean or its suppliers. Force majeure may also occur if a supplier from whom ProFa Clean purchases products in connection with the execution of the Agreement with the Customer is temporarily or permanently unable to deliver products.
11 Liability
11.1 The liability of ProFa Clean under the Agreement due to an attributable shortcoming in the performance of the Agreement or on other grounds is limited to compensation for direct damage and up to a maximum of the amount of the invoice amount stipulated for the Agreement, or the amount to which the liability insurance taken out by ProFa Clean gives entitlement, including any deductible that ProFa Clean bears in connection with that insurance.
11.2 Except for intent or deliberate recklessness on the part of ProFa Clean, ProFa Clean is only obliged to compensate the direct material damage suffered by the Customer. This does not in any case include: consequential damage, business damage, other indirect damage and damage resulting from liability of third parties, loss of production, loss of turnover or profit or reduction in value or loss of Products.
11.3 The Customer is obliged to indemnify and hold ProFa Clean harmless against all claims from third parties engaged by the Customer for damages against ProFa Clean in connection with the execution of the Agreement, as well as for claims related to or arising from the Customer's use of the Products supplied by ProFa Clean, except in the case of intent or gross negligence on the part of ProFa Clean.
11.4 ProFa Clean is not liable for any form of damage due to incorrect or improper use of the Products or due to use of Products contrary to the instructions for use. The usage instructions refer to the usage instructions as stated on the Product as well as the usage instructions as depicted on profaclean.nl.
11.5 ProFa Clean is not liable for physical injury or material damage or damage to third parties as a result of using the Products. Using the Products is entirely at the risk of the Customer. The Customer is at all times responsible for ensuring that he and/or a third party handles the Products with care.
11.6 ProFa Clean only guarantees that the Products comply with the legal requirements and regulations applicable in the Netherlands. The Customer is solely responsible for compliance with local laws, safety regulations and technical requirements applicable in the country of destination. ProFa Clean is not liable for damages or fines resulting from the fact that the Products do not comply with the specific regulations of the Customer's country.
12 Intellectual property rights
12.1 All documents, brochures, images, drawings, offers, designs, production processes and the like, as well as underlying information, provided to the Customer remain the property of ProFa Clean. The Customer is not entitled to use these for any purpose other than that for which they were made available to the Customer.
12.2 All signs, logos, labels, packaging and the like, whether or not protected by intellectual or industrial property rights, that are in or on the documents made available by ProFa Clean to the Customer or on the ProFa Clean website, may not be changed, removed from or removed from the documents, imitated or used for other purposes by the Customer without the permission of ProFa Clean.
13 Complaints policy
13.1 Complaints regarding the performance of the agreement must be submitted in writing to ProFa Clean within a reasonable time after the Customer has fully and clearly described the grounds that gave rise to the complaint.
13.2 Complaints submitted to ProFa Clean 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 acknowledgment of receipt and an indication of when the Customer can expect a more detailed answer.
13.3 If the complaint cannot be resolved by mutual agreement in the context of a Distance Agreement, the Consumer can submit the dispute to the dispute committee via the ODR platform (ec.europa.eu/consumers/odr/).
14 Transfer of rights and obligations
14.1 The Customer is not permitted to transfer or pledge rights and/or obligations arising from an Agreement with ProFa Clean to third parties without the prior express written permission of ProFa Clean.
15 Competent court, applicable law and residual provision
15.1 Parties will submit all disputes relating to an Agreement between ProFa Clean and the Customer, notwithstanding the legal rules for relative jurisdiction of the civil court, to the competent judge of the North Holland District Court.
15.2 If a Distance Agreement has been concluded between ProFa Clean and the Consumer, all disputes will be submitted to the competent civil court according to the law.
15.3 All Agreements between ProFa Clean and the Customer are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. If the Customer is a Consumer residing outside the Netherlands, this choice of law does not affect the protection that the Consumer enjoys under the mandatory provisions of the country where he has his habitual residence.
15.4 If one or more provisions of these general terms and conditions are void or annulled, this will not affect the validity of the other provisions. In that case, the parties will replace the void or voided provision with a valid provision that has as much the same meaning as the provision in which it replaces.
15.5 In the event of a conflict between the meaning of a provision in the Dutch language version of these general terms and conditions and the English language version of these general terms and conditions, the meaning of that provision in the Dutch language version of these general terms and conditions shall prevail.
