Terms & conditions
General Terms and Conditions of the private limited company Trading Toppers B.V., established at Kronenweg 2, 7051 HX Varsseveld, the Netherlands. Registered with the Chamber of Commerce under number 62766066. Salonline.com is a subsidiary of Trading Toppers B.V.
Trading Toppers B.V. is referred to in these General Terms and Conditions as "Contractor"; its contracting party (irrespective of the qualification of the contract) as "Principal".
Article 1. Applicability
1. These conditions shall apply to and form part of all offers and quotations made by the Contractor, orders given to it and Agreements concluded by it, by whatever name, as well as to the performance thereof.
2. The contracted party will only carry out its work subject to the applicability of these terms and conditions. The contracted party will not agree to the applicability of the terms and conditions used by the customer, not even if the customer refers to them or sends them, unless agreed otherwise in writing.
3. Deviations from these terms and conditions will only be valid if confirmed in writing by the management of the contracted party.
Article 2. Offers, quotations and order confirmations
1. Offers without an explicit term of acceptance are valid for thirty days after the date of the offer.
2. Immediately after reaching agreement on the sale and delivery to the customer of its products and/or services, the contractor will send the customer an order confirmation, which includes the most important elements of the agreement. Unless the customer sends a separate notice to the contrary, the order confirmation will serve as proof of the agreement reached or, as the case may be, concluded.
3. An agreement will in any case be deemed to have been concluded if the assignment or order is actually implemented by the contractor and the customer does not protest against this implementation by return of post.
4. Verbal assignments or orders will be carried out in accordance with the notes made by the contracted party and its interpretation. The customer is of course authorised to provide proof to the contrary.
5. All price lists, cost statements, brochures and other information relating to products and services of the contracted party provided with an offer or quotation will only be binding for the contracted party if the contracted party explicitly confirms this in writing in the order confirmation. In all other cases, i.e. if the contracted party merely provides such information to market parties or the client without obligation, the market parties or the client cannot derive any rights vis-à-vis the contracted party from such price lists, cost statements, etc. The various statements are made as accurately as possible. Obvious clerical errors and/or mistakes may be corrected by the contracted party.
6. All data, information, illustrations, descriptions, dimensions and the like provided with a quotation or offer or otherwise will remain the intellectual property of the contracted party. Anyone who infringes that intellectual property [copyright] acts unlawfully towards the contracted party, in respect of which the contracted party will take legal action. The contracted party will be entitled to claim full compensation from the infringer.
7. No rights may be derived from the contents of the contracted party's brochures. The colours, measurements and/or descriptions included therein are not binding for the contracted party.
Article 3. Prices
1. All prices will be and are deemed to be quoted in Euros, unless stated otherwise by the contracted party.
2. All prices offered shall be exclusive of turnover tax and exclusive of those costs which, pursuant to the agreement between the parties, are to be borne by the customer. The prices shall be based on the tariffs, wages, import duties, taxes and other price-determining factors applicable at the time the agreement is entered into.
3. If one or more of these factors changes in an agreement with a duration of more than three months, the contracted party will be entitled to adjust the offered or agreed prices accordingly and with retroactive effect to the time of the change. At the request of the client, the changes will be demonstrated. The term of the agreement is understood to mean the time between the date on which the order is received from the client and the date on which the contractor commences the work or delivers the goods. Such a price adjustment will not give the Client the right to dissolve the agreement.
Article 4. Delivery, risk and cancellation
1. The Contractor reserves the right to demand that the Client provide security for the fulfilment of its payment obligations before commencing the performance of the work or the delivery of the goods sold.
2. The products will be at the expense and risk of the customer from the moment that the products have left the company of the contracted party. Transport will take place at the expense and risk of the customer. The contracted party will never insure the products during transport.
3. The delivery periods and deadlines indicated by the contracted party are not to be regarded as firm deadlines unless this has been agreed in writing. In the event of late delivery, the contracted party must therefore be declared to be in default in writing.
4. Exceeding the delivery period shall not oblige the contracted party to pay any compensation, nor shall it entitle the customer to dissolve the agreement in whole or in part.
Article 5. Payment
1. Payment must be made in cash or by giro within 30 days of the invoice date, unless otherwise agreed in writing. Set-off will not be permitted.
2. If payment has not been made within 30 days of the invoice date or the agreed payment term, the client will be in default and will owe the contractor default interest of 1.5% per calendar month as from the date of default, calculated on the purchase price or the unpaid portion thereof. All extrajudicial costs to be incurred by the contractor shall also be borne by the client. These extrajudicial collection costs will be set at the collection rate then in force as applied by the District Courts in the Netherlands.
3. Payments made by the client will always serve to settle all interest and costs due and subsequently those invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
4. As from the day that the customer is in default with regard to any obligation towards the contracted party, all other claims of the contracted party on the customer will be immediately due and payable.
Article 6. Advertising
1. The client will be obliged to check the products for visible defects immediately upon delivery.
2. Any complaints will only be dealt with if they reach the contracted party by registered letter within 8 days of discovery of the defect and if they do not relate to work carried out by third parties or items supplied by third parties. The handling of complaints by the contracted party will not constitute the acceptance of liability in any form whatsoever.
3. If the customer's complaints are deemed well-founded, the contracted party will only be obliged to deliver the performance correctly as yet or, at the discretion of the contracted party, to refund the purchase price by means of a credit to the amount of the performance. The customer is not authorised to set off amounts paid against invoices still outstanding.
Article 7. Liability and guarantees
1. Regardless of whether or not the contracted party's liability is covered by insurance, the contracted party will only accept liability for an attributable shortcoming in the fulfilment of its obligation up to a maximum of the invoice amount for the delivered items to which the complaint relates.
2. If the contracted party is held liable by a third party for a loss whose amount exceeds the invoice amount referred to in the previous paragraph, the customer must fully indemnify the contracted party for this excess by paying the third party compensation.
3. The contracted party will not be liable for trading losses in the broadest sense of the word, consequential losses, loss of profit, direct or indirect damage to persons and/or property, by whatever name, resulting from the purchase, use or possession of items supplied by the contracted party, nor will the contracted party be liable for such losses in the event that services are provided in respect of such items or in respect of services provided by the contracted party in general.
4. Guarantees are not given by the contracted party, unless explicitly confirmed in writing.
Article 8. Call-off orders
1. If there is a call-off order and no term has been agreed for the call-off, the call-off term shall be the last day of the delivery term and actual delivery shall take place within 15 working days thereafter at the latest.
2. If a call-off period has been agreed and the customer has not called within that period, the contracted party will send out a written demand. This demand will stipulate an additional call-off period of 8 working days, commencing on the date of the demand in question. If no call is made within this additional term, the contracted party will have the choice between delivering the order or storing the ordered items at the expense and risk of the customer.
Article 9. Force majeure
1. Force majeure shall include all circumstances which the contracted party could not reasonably avoid or the consequences of which the contracted party could not reasonably prevent, including: strikes, fire, work stoppages, machinery breakdowns, shortage of raw materials, bankruptcy of suppliers, stagnation of supply, transport difficulties.
2. In the event of force majeure, the contracted party will be entitled either to maintain the agreement with suspension of the obligations of the contracted party for the duration of the force majeure, or to dissolve the agreement in whole or in part due to unforeseen circumstances. The client may order the contractor in writing to make a choice in this regard within 10 days. Under no circumstances will the contracted party be liable to pay the customer damages.
Article 10. Securities
1. All items delivered by the contracted party will remain its property until such time as the customer has fulfilled his payment obligations.
2. In the event of late payment of a due and payable sum, the contracted party will be entitled, without notice of default or legal intervention, to dissolve the agreement in full or in part and to claim as its property the items subject to the retention of title of the contracted party, without prejudice to the right of the contracted party to compensation for damages.
3. If the customer has not yet paid the agreed price and the goods in question have been sold and delivered to a third party, the customer will grant the contracted party an irrevocable power of attorney and will provide the contracted party with all the information necessary to establish a lien on the claim against that third party, and the contracted party will notify the customer or the aforementioned third party on request of the nature and amount of the claim for which the pledge serves as security.
Article 11. Annulable provisions
1. If and insofar as one or more of the provisions of these general terms and conditions of delivery and payment prove to be void or voidable, this shall not affect the validity of the remaining provisions. In consultation between the parties, the void or voidable provision shall be replaced by a provision which approaches the purport and meaning of the earlier provision as closely as possible.
Article 12. Disputes
1. All offers, order confirmations and agreements of the contracted party are subject to Dutch law.
2. Disputes between the customer and the contracted party will be exclusively submitted to the competent court in the place where the contracted party has its registered office, or to the court which is competent according to the ordinary rules of law, at the discretion of the contracted party.
Trading Toppers B.V.
7051 HX Varsseveld
Phone: +31 (0)88-4554500
Chamber of Commerce number: 62766066
Bank: ABN AMRO