Terms and Conditions Todo Bien

Email: info@todobien.nl
Website: b2b.todobien.nl

 

Definitions

  1. Todo Bien: Todo Bien, established in Tilburg under Chamber of Commerce no. 64833186.
  2. Customer: the person with whom Todo Bien has entered into an agreement.
  3. Parties: Todo Bien and customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.

 Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Todo Bien.
  2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
  3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

  1. Offers and quotations from Todo Bien are without obligation, unless expressly stated otherwise.
  2. An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation. 
  3. If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeat orders, unless the parties have explicitly agreed on this in writing.

Acceptance 

  1. Upon acceptance of a quotation or offer without obligation, Todo Bien reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this. 
  2. Verbal acceptance of the customer only binds Todo Bien after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices used by Todo Bien are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
  2. All prices that Todo Bien uses for its services and products, on its website or otherwise made known, Todo Bien can change at any time. 
  3. The parties agree on a total amount as target price for a service provided by Todo Bien, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
  4. Todo Bien is entitled to deviate from the target price up to 10%. 
  5. If the target price increases by more than 10%, Todo Bien must inform the customer in a timely manner why a higher price is justified. 
  6. If the target price increases by more than 10%, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
  7. Todo Bien has the right to adjust the prices annually. 
  8. Before taking effect, Todo Bien will communicate price adjustments to the customer.
  9. The consumer has the right to terminate the agreement with Todo Bien if he does not agree with the price increase.

Payments and payment term

  1. When entering into the agreement, Todo Bien may require a down payment of up to 50% of the agreed amount. 
  2. The customer must make payments afterwards within 1 month after delivery.
  3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Todo Bien having to send the customer a reminder or notice of default. 
  4. Todo Bien reserves the right to make a delivery conditional on immediate payment or to demand security for the total amount of the services or products.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, Todo Bien is entitled to charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the customer is in default, whereby part of a month is counted as a whole month.
  2. When the customer is in default, he is also due to pay extrajudicial collection costs and any compensation to Todo Bien. 
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. 
  4. If the customer does not pay on time, Todo Bien may suspend its obligations until the customer has fulfilled his payment obligation. 
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Todo Bien’s claims against the customer are immediately due and payable. 
  6. If the customer refuses to cooperate with the execution of the agreement by Todo Bien, he is still obliged to pay the agreed price to Todo Bien. 

Right of advertising 

  1. As soon as the customer is in default, Todo Bien is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
  2. Todo Bien invokes the right of recovery by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right of recovery, the customer must immediately return the products to which this right relates to Todo Bien, unless the parties make other agreements about this. 
  4. The costs for the return or return of the products will be borne by the customer.

Right of withdrawal 

  1. A consumer can cancel a purchase during a cooling-off period of 14 days without giving any reason, provided that:  
  • the product has not been used
  • it is not a product that can spoil quickly, such as food or flowers
  • it is not a product that has been tailor-made or modified especially for the consumer
  • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
  • the seal is still intact, in the case of data carriers with digital content (DVDs, CDs, etc.)
  • the product or service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of leisure activity
  • the product is not a loose magazine or newspaper
  • it does not concern an (order for) emergency repairs
  • it does not concern betting and/or lotteries
  • the consumer has not waived his right of withdrawal
  • it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days reflection period and where the customer has explicitly stated that he waives the right of withdrawal

Furthermore are excluded: 

  • social services and health care
  • gambling activities
  • financial services
  • package tours
  • passenger transport services
  • immovable property (house, land)
  • agreements that require a notary
  • sale of products by telephone or via the internet (remote buying)
  • agreements for an amount of less than €50
  1. The reflection period of 14 days as referred to in paragraph 1 starts:
    • on the day after the consumer has received the last product or part of 1 order
    • as soon as the consumer has concluded the contract for the provision of the service
    • as soon as the consumer has confirmed that he will purchase digital content via the internet
  2. The consumer can make his appeal to the right of withdrawal known via info@todobien.nl, if desired using the withdrawal form that can be downloaded from the website of Todo Bien, www.todobien.nl.
  3. The consumer is obliged to return the product to Todo Bien within 14 days after notification of his right of withdrawal, failing which his right of withdrawal will lapse.

 

Reimbursement of delivery costs 

  1. If the consumer has exercised his right of withdrawal in time and as a result has returned the complete order to Todo Bien on time, Todo Bien will refund any shipping costs paid by the consumer within 14 days after receipt of the timely and fully returned order to the consumer.  
  2. The costs for delivery are only for the account of Todo Bien insofar as the entire order is returned.

Right of withdrawal 

  1. A consumer can cancel an online purchase during a reflection period of 14 days without giving any reason, provided that:
  • the product has not been used
  • it is not a product that can spoil quickly, such as food or flowers
  • it is not a product that has been tailor-made or modified especially for the consumer
  • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
  • the seal is still intact, in the case of data carriers with digital content (DVDs, CDs, etc.)
  • the product or service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of leisure activity
  • the product is not a loose magazine or newspaper
  • it does not concern an (order for) emergency repairs
  • it does not concern betting and/or lotteries
  • the consumer has not waived his right of withdrawal
  • it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days reflection period and where the customer has explicitly stated that he waives the right of withdrawal
  1. The reflection period of 14 days as referred to in paragraph 1 starts:
    • on the day after the consumer has received the last product or part of 1 order
    • as soon as the consumer has concluded the contract for the provision of the service
    • as soon as the consumer has confirmed that he will purchase digital content via the internet
  2. The consumer can make his appeal to the right of withdrawal known via info@todobien.nl, if desired using the withdrawal form that can be downloaded from the website of Todo Bien, www.todobien.nl.
  3. The consumer is obliged to return the product to Todo Bien within 14 days after notification of his right of withdrawal, failing which his right of withdrawal will lapse.

Reimbursement of delivery costs 

  1. If the consumer has exercised his right of withdrawal in time and as a result has returned the complete order to Todo Bien on time, Todo Bien will refund any shipping costs paid by the consumer within 14 days after receipt of the timely and fully returned order to the consumer.  
  2. The costs for delivery are only for the account of Todo Bien insofar as the entire order is returned.

Reimbursement return costs 

 

If the consumer invokes his right of withdrawal and returns the complete order on time, the costs for returning the complete order will be borne by the consumer. 

Right of suspension

 

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.
 

Right of retention 

  1. Todo Bien can invoke its right of retention and in that case keep products of the customer until the customer has paid all outstanding invoices with regard to Todo Bien, unless the customer has provided sufficient security for those costs. 
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Todo Bien.
  3. Todo Bien is never liable for any damage that the customer may suffer as a result of using his right of retention.

Settlement

 

Unless the customer is a consumer, the customer waives his right to set off a debt to Todo Bien against a claim against Todo Bien. 

 

Retention of title 

  1. Todo Bien remains the owner of all delivered products until the customer has fully fulfilled all its payment obligations towards Todo Bien under any agreement concluded with Todo Bien, including claims for non-performance.
  2. Until then, Todo Bien can invoke its retention of title and take back the goods. 
  3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products. 
  4. If Todo Bien invokes its retention of title, the agreement is deemed to have been dissolved and Todo Bien has the right to claim compensation, lost profit and interest.

Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at Todo Bien, unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address indicated by the customer. 
  4. If the agreed amounts are not paid or not paid on time, Todo Bien has the right to suspend its obligations until the agreed part has been paid. 
  5. In the event of late payment, there is creditor default, with the result that the customer cannot invoke a late delivery against Todo Bien.

Delivery time 

  1. The delivery times specified by Todo Bien are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time commences after the quotation signed for approval by the customer to Todo Bien has been confirmed by Todo Bien to the customer in writing or electronically.
  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless Todo Bien cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise.

Actual delivery

 

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

 

Transportation costs 

 

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

 

Packing and Shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Todo Bien cannot be held liable for any injury.
  2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or the packaging to Todo Bien prior to transport, failing which Todo Bien cannot be held liable for any damage.

Insurance

  1. The customer undertakes to insure the following items sufficiently and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
    • delivered goods that are necessary for the implementation of the underlying agreement
    • items of Todo Bien that are present at the customer
    • goods that have been delivered under retention of title
  2. At the first request of Todo Bien, the customer will provide the policy of these insurance policies for inspection.

Storage 

  1. If the customer only accepts ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs as a result of early or late purchase of products will be fully borne by the customer.

Guarantee

  1. When the parties have entered into an agreement of a service nature, this only contains an obligation of effort for Todo Bien and therefore no obligation of result. 
  2. The warranty with regard to products only applies to defects caused by faulty manufacture, construction or material. 
  3. The guarantee does not apply in the case of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the moment when these are legally and/or actually delivered, at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer. 

exchange 

  1. Exchanging purchased items is only possible if the following conditions are met:
  • exchange takes place within 14 days after purchase on presentation of the original invoice
  • the product is returned in its original packaging or with the original (price) tags still attached
  • the product has not yet been used
  1. Discounted items, non-perishable items such as food, custom-made items or items specially adapted for the customer cannot be exchanged.

 

Execution of the agreement 

  1. Todo Bien executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
  2. Todo Bien has the right to have the agreed services (partially) performed by third parties.
  3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer. 
  4. It is the responsibility of the customer that Todo Bien can start the implementation of the agreement in time.
  5. If the customer has not ensured that Todo Bien can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.

Information provision by the customer 

  1. The customer shall make all information, data and documents relevant to the correct execution of the agreement available to Todo Bien in a timely manner and in the desired form and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise. 
  3. If and insofar as the customer requests this, Todo Bien will return the relevant documents. 
  4. If the customer does not, or does not timely or does not properly provide the information, data or documents reasonably required by Todo Bien and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Intellectual property 

  1. Todo Bien retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless the parties have agreed otherwise in writing. 
  2. The customer may not copy or have copied, show to third parties and/or make available or use these intellectual property rights in any other way without the prior written permission of Todo Bien.

confidentiality 

  1. The customer keeps any information (in whatever form) that he receives from Todo Bien secret.
  2. The same applies to all other information regarding Todo Bien of which the customer knows or can reasonably suspect that it is secret or confidential, or of which he can expect that the dissemination thereof could harm Todo Bien.
  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential. 
  4. The confidentiality obligation described in this article does not apply to information:
    • which was already public before the customer learned of this information or which subsequently became public without this being the result of a breach of the customer’s duty of confidentiality
    • which is made public by the customer on the basis of a legal obligation 
  5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

penalty clause

  1. If the other party violates the article of these general terms and conditions on secrecy or on intellectual property, he forfeits an immediately payable fine for each violation on behalf of the trade name.
  • if the other party is a consumer, this fine is € 1,000
  • if the other party is a legal entity, this fine is € 5,000
  1. In addition, the other party shall forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that such violation continues.
  2. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage. 
  3. The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Todo Bien, including its right to claim compensation in addition to the fine.

Disclaimer

 

The customer indemnifies Todo Bien against all third-party claims related to the products and/or services supplied by Todo Bien. 

 

Complaints

  1. The customer must examine a product or service provided by Todo Bien as soon as possible for any shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Todo Bien of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 
  3. Consumers must inform Todo Bien of this within 2 months after the discovery of the shortcomings.
  4. The customer provides a description of the shortcoming that is as detailed as possible, so that Todo Bien is able to respond adequately. 
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to Todo Bien being obliged to perform other work than has been agreed.

Notice of default

  1. The customer must notify Todo Bien of any notice of default in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches Todo Bien (in time). 

Joint and several liability customer

 

If Todo Bien enters into an agreement with multiple customers, each of them will be jointly and severally liable for the full amounts owed to Todo Bien under that agreement. 

 

Liability Todo Bien

  1. Todo Bien is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
  2. If Todo Bien is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
  3. Todo Bien is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
  4. If Todo Bien is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability relates.
  5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration period

 

Any right of the customer to compensation from Todo Bien expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.
 

Right to dissolution

  1. The customer has the right to dissolve the agreement if Todo Bien imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 
  2. If the fulfillment of the obligations by Todo Bien is not permanently or temporarily impossible, dissolution can only take place after Todo Bien is in default. 
  3. Todo Bien has the right to terminate the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if Todo Bien has become aware of circumstances that give it good grounds to fear that the customer will obligations will not be properly fulfilled. 

Force majeur

  1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Todo Bien in the fulfillment of any obligation towards the customer cannot be attributed to Todo Bien in a situation independent of the will of Todo Bien, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from Todo Bien. 
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions. 
  3. If a force majeure situation occurs as a result of which Todo Bien cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Todo Bien can meet them again. 
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 
  5. Todo Bien does not owe any (damage) compensation in a situation of force majeure, even if it enjoys any advantage as a result of the force majeure situation.

Amendment of the agreement 

  1. If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. 
  2. The previous paragraph does not apply to products purchased in a physical store. 

Change of general terms and conditions

  1. Todo Bien is entitled to change or supplement these general terms and conditions. 
  2. Changes of minor importance can be made at any time. 
  3. Todo Bien will discuss major substantive changes with the customer in advance as much as possible.
  4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions. 

Transfer of rights

  1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Todo Bien. 
  2. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code. 

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions. 
  2. In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what Todo Bien had in mind when drawing up the conditions on that point.

Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties. 
  2. The Dutch court in the district where Todo Bien has its registered office / practice / office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Drawn up on March 01, 2023.