General terms and conditions for business customers

Are you not a business customer? Then we have the general terms and conditions for you.

Definitions
Applicability
Identity of the company
The offer
Bulk orders and offers
The agreement
Preis
Payment
Retention of title
Delivery and execution
Complaints and right of withdrawal
Compliance and Warranty
Age restrictions
Liability
Indemnification
Force majeure
Responsibility of the customer
Intellectual property
Amendments to the terms and conditions
Applicable law and competent court

Zuletzt aktualisiert am 08.09.2021.

Article 1 – Definitions

The following terms are defined as followed in these terms and conditions:

Customer: the natural or legal person who acts in the exercise of his trade, business, craft or profession and with whom the company enters into an agreement or to whom the company makes an offer.
Day: calendar day.
Company: the natural or legal person who offers products and/or services at a distance to consumers and companies.
Contract: every contract that is entered into between the company and the customer, every change or addition to this contract, as well as all (legal) acts in preparation and implementation of this contract.
Product: every item offered, delivered or to be delivered by the company under the agreement or which is equated with it according to common opinion.
Conditions: these general conditions.

Article 2 – Applicability

These terms and conditions apply to all offers, quotations and contracts between the company and a customer, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing.
The applicability of any purchasing or other conditions of the customer is expressly rejected.
If one or more provisions of these terms and conditions should at any time be wholly or partially invalid or be annulled, the remainder of these terms and conditions shall continue to apply in full. The company and the customer will then consult to agree on new provisions to replace the null and void provisions, whereby the purpose of the original provisions will be taken into account as much as possible.
If there is any uncertainty regarding the interpretation of one or more provisions of these terms and conditions, the interpretation should be made according to the spirit of these provisions.
If a situation arises between the parties that has not been regulated in these terms and conditions, this situation should be assessed according to the spirit of these terms and conditions.
If the company does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the company would in any way lose the right to require strict compliance with these terms and conditions in other cases.

Article 3 – Identity of the company

YourSurprise.com B.V.
trading under the name: YourSurprise.com

Location & visiting address:
Gouwepoort 3
4301 RZ Zierikzee

Telephone number: +31 (0) 111 – 712466
Accessibility:
From Monday to Friday from 08:30 to 17:00
E-mail address b2b@yoursurprise.co.uk

CoC number: 22057264
VAT ID: NL820845437B01

Article 4 – The offer

Every offer made by the company on the website is without obligation.
Obvious mistakes or errors in the offer are not binding for the company.
Each offer contains such information that it is clear to the customer what rights and obligations are attached to accepting the offer. This concerns in particular:

The price includes taxes, unless otherwise agreed.
The possible costs of delivery.
The manner in which the agreement will be concluded and what actions will be necessary for that purpose.
The method of payment, delivery and performance of the agreement, as well as the delivery period.
The period for accepting the offer, or the period for adhering to the price.

Article 5 – Bulk orders and offers

This article only applies if the customer wants to order at least 10 pieces or more of the same article, so-called bulk orders.
If the customer wishes to order at least 10 units of one item, the company may calculate a discount at the customer's request. The customer can use b2b@yoursurprise.co.uk to request information on the discount and delivery time for large orders.
An offer shall lapse if the product to which the offer relates is no longer available in the meantime.
A requested quotation is valid for 14 days after it has been issued by the company. The application will be placed on order within one working day after the required information has been received by the company.
Delivery of the products shall take place at the place and time at which the products are ready for dispatch to the customer. The company strives to deliver the products to the customer in one go wherever possible. However, it is possible that the order is delivered in several deliveries.
In principle, items from a bulk order are delivered to one address, subject to Article 10.2. If items from a bulk order are to be delivered to several addresses, the company is free to charge separate shipping costs for this.
If a customer orders more than one item, the company cannot guarantee a delivery time.
If the acceptance (whether or not on subordinate points) deviates from the offer included in the tender, the company is not bound by it. The agreement will not be concluded in accordance with this different acceptance, unless the company indicates otherwise.

Article 6 – The agreement

Subject to the provisions in paragraph 4, the agreement shall be concluded at the time of acceptance of the offer by the customer and fulfilment of the conditions laid down.
If the customer has accepted the offer electronically, the company shall immediately confirm receipt of acceptance of the offer electronically.
If the agreement is concluded electronically, the company will take appropriate technical and organisational measures to secure the electronic transfer of data and will ensure a secure web environment. If the customer is able to pay electronically, the company will take appropriate security measures.
The company is entitled to carry out a credit check before or after the customer places an order. If, on the basis of this investigation, the company has good reason not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the implementation.
Every agreement is entered into under the suspensive condition of sufficient availability of the products and/or services concerned.

Article 7 – Price

During the validity period mentioned in the offer, the prices of the products and/or services offered will not be increased, except for price changes due to changes in VAT rates.
Price increases within three (3) months after the conclusion of the agreement are only allowed if they are the result of statutory regulations or provisions.
Price increases from three (3) months after the conclusion of the agreement are allowed if:

They are the result of statutory regulations or provisions.
The customer is authorised to dissolve the agreement in writing with effect from the day on which the price increase takes effect.

The prices mentioned on the website in the offer of products or services are inclusive of VAT, unless stated otherwise. The prices of products or services mentioned in the offer are exclusive of VAT.

Article 8 – Payment

Insofar as not otherwise agreed upon in the agreement, the amounts owed by the customer shall be paid within 14 days after the invoice date or in case of an agreement for the provision of a service, within 14 days after the customer has received the confirmation of the agreement.
If the parties have agreed on this in advance and in writing, the company may, on the last day of every month, jointly invoice the customer for all purchases made in the month in question. The customermust pay these invoices within 14 days of the date to the account number provided by the company.
The company is entitled to set a maximum amount for the monthly payment in arrears in paragraph 2 of this article.
If the investigation referred to in article 6 paragraph 4 of the terms and conditions results in a negative opinion, the proprietor has the right to demand advance payment from the customer, failing which the proprietor will not proceed with delivery. The delivery period for such an advance payment shall commence as soon as the payment has been received by the company.
If the payment term is exceeded, the company has the right to charge a default interest of 1% per month over the outstanding amount, unless the legal interest rate is higher, in which case the legal interest rate is due. The interest on the amount due and payable shall be calculated from the moment the customer is in default until the moment of payment of the amount due in full.
If the customer is in default or arrears of the (timely) fulfilment of his obligations, the proprietor is entitled to charge extrajudicial collection costs incurred by him. These collection costs amount to: 15% on outstanding amounts up to €2,500; 10% on the next €2,500 and 5% on the next €5,000 with a minimum of €40. The company may deviate from the mentioned amounts and percentages.
The customer is never entitled to set off any amount it owes to the company.
Objections to the amount of an invoice do not suspend the payment obligation.
The customer is obliged to report any inaccuracies in payment data provided or stated to the company without delay.

Article 9 – Retention of title

All items delivered by the company as part of the contract remain the property of the company until the customer has properly fulfilled all his obligations under the contract(s) concluded with the company, including the purchase price, any surcharges, interest, taxes, costs and compensation.
The items delivered by the company, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The customer is not authorised to alienate, rent out or give into use, pledge or encumber in any other way the goods falling under the retention of title.
The customer must always do everything that can reasonably be expected of him to safeguard the property rights of the company.
If third parties seize goods supplied subject to retention of title or wish to establish or assert rights over them, the customer is obliged to inform the company of this immediately.
In the event that the company wishes to exercise his property rights as indicated in this article, the customer gives unconditional and irrevocable permission in advance to the company and third parties to be appointed by the company to enter all those places where the property of the company is located and to take back the goods.

Article 10 – Delivery and execution

The company will take the necessary care in receiving and carrying out orders for products and in assessing applications for the provision of services.
The place of delivery is the address that the customer has made known to the company at the time of placing the order.
Subject to what is stated in Article 4 of the terms and conditions, the company shall execute accepted orders with convenient speed but at the latest within 30 days, unless a different delivery period has been agreed. In the event that the company has specified a period for delivery, this is indicative. If the delivery is delayed, or if an order cannot be filled or can be filled only partially, the customer shall be informed of this within 30 days after he has placed the order. In this case, the customer is entitled to dissolve the agreement without any costs.
In case of dissolution in accordance with the previous paragraph, the company will refund the amount paid by the customer as soon as possible.
If delivery of an ordered product turns out to be impossible, the company will make an effort to provide a replacement article.
The risk of damage and/or loss of products rests with the company up to the moment of delivery to the customer, unless explicitly agreed otherwise.
The company is not liable for printing errors on its products, which may or may not have been correctly or incorrectly entered by the customer. The same applies to all address and delivery data and other data provided by the customer.

Article 11 – Complaints and right of withdrawal

A large part of the products of Yoursurprise.com are personalised products, which are not prefabricated and are manufactured on the basis of an individual choice of the customer. For these products, the customer does not, in principle, have a right of withdrawal. The company can further exclude the customer's right of withdrawal when it comes to products that cannot be returned due to their nature, have been assembled according to the customer's specifications or which spoil or age quickly.
The customer is obliged to inspect the delivered goods for defects within five (5) days after delivery. In doing so, the customer should investigate whether quality and/or quantity corresponds to what was agreed upon. As far as natural products (including leather, stone and wood products) are concerned, these may differ on an individual basis. Differences such as visible grain, pores, scars, small colour differences and/or insect bites characterise the authenticity of the article and do not constitute defects and cannot be a reason for rejecting the delivery. Without prejudice to the foregoing, the customer shall inform the company immediately (and at the latest within five (5) days after delivery) in the event that defects are found.
During the period mentioned in paragraph 2, the customer shall handle the product and its packaging with care. The customer will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product. If the customer makes use of his right of withdrawal, he will return the product with all delivered accessories and – if reasonably possible – in the original state and packaging to the company, in accordance with the reasonable and clear instructions provided by the company.
If a defect is not reported within five (5) days after delivery, the customer is no longer entitled to repair, replacement or compensation.
If the customer complains in time, this shall not suspend his payment obligation. In that case, the customer shall also remain obliged to purchase and pay for any other products ordered.

Article 12 – Compliance and Warranty

The company guarantees that the products and/or services fulfil the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement.
Natural products (including leather, stone and wood products) may differ from each other on an individual basis. Differences such as visible grain, pores, scars, small colour differences and/or insect bites characterise the authenticity of the article and do not constitute material defects. The differences cannot be a reason for assuming non-conformity and the company rejects any liability for this.
The customer may claim the manufacturer's warranty offered by the manufacturer of the products.
A guarantee provided by the company, manufacturer or importer does not affect the legal rights and claims that the customer can assert against the company on the basis of the agreement.
Not covered by the guarantee are defects in the Products caused by normal wear and tear or by damage resulting from circumstances beyond the control of the company, including weather conditions or damage occurring during transport by the customer.
All forms of guarantee lapse if the article has been used incorrectly or carelessly.

Article 13 – Age restrictions

The company's website and products can be used by people of all ages, with the exception of alcoholic products, which can only be ordered by people over the age of 18.
The customer is not allowed to order alcoholic products for persons under the age of 18.
Without prejudice to the provisions in article 15 of the terms and conditions, the customer indemnifies the company for any fines and/or other damages (including, but not limited to, possible damage to reputation) that the company suffers as a result of a breach of the previous paragraph.

Article 14 – Liability

The company is only liable for direct damage. Liability for indirect damage, including loss of profit, consequential damage, loss incurred, loss of savings and damage due to business interruption is expressly excluded.
Direct damage is understood to mean only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have the defective performance of the company conform to the agreement, insofar as they can be attributed to the company, and reasonable costs incurred to prevent or limit direct damage as referred to in these terms and conditions.
Any liability for direct damage from the company to the customer, for whatever reason, is limited per event (whereby a connected series of events counts as a single event) to the invoice amount actually paid by the customer to the company for the month in which the damage took place (including shipping costs).
The company is not liable for damage of any kind, caused by the fact that the company relied on incorrect and/or incomplete information provided by or on behalf of the customer.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the company or his subordinates.

Article 15 – Indemnification

The customer indemnifies the company against any claims from third parties who suffer damage in connection with the implementation of the agreement and of which the cause is not attributable to the company.
If the company should be held liable by a third party for this reason, the customer is obliged to assist the company both extra-judicially and judicially and to immediately do everything that may be expected of him in that case. Should the customer fail to take adequate measures, the company has the right to do so itself, without notice of default. All costs and damages on the part of the company and third parties caused by this, are fully at the expense and risk of the customer.

Article 16 – Force majeure

The company is not obliged to fulfil any obligation towards the customer if he is hindered in doing so as a result of a circumstance that is not due to any fault of his own and that he cannot be held accountable for by law, a legal act or generally accepted practice.
In these terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and in case law, all external causes, foreseen and unforeseen, which the company cannot influence, but as a result of which the company is unable to fulfil his obligations. The company also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after the company should have fulfilled his commitment.
The company can suspend the obligations from the agreement during the period that the force majeure lasts. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to pay the other party damages.
Insofar as the company has partially fulfilled his obligations from the agreement or will be able to fulfil them at the time when force majeure sets in, and insofar as independent value can be attributed to the part already fulfilled or still to be fulfilled respectively, the company is entitled to invoice the part already fulfilled or still to be fulfilled respectively. The customer is obliged to pay this invoice as if it were a separate agreement.

Article 17 – Responsibility of the customer

The customer agrees not to have texts of a racist, sexual or discriminatory nature printed in the personalised texts on the holder/packaging, or texts that are otherwise contrary to the law and/or good morals. It is not possible for the company to check the products for compliance with this provision. The customer shall indemnify the company against any third party claims resulting from non-compliance with this provision.
The customer is responsible for thoroughly checking the data he passes on to the company for correctness and completeness. The company is not responsible for checking this information for correctness or completeness.

Article 18 – Intellectual property

Notwithstanding the other provisions in the terms and conditions, the company reserves the rights and powers to which the company is entitled under the Dutch Copyright Act.
Any designs, sketches, drawings, films, software, texts, audio recordings, products and other materials or (electronic) files created by the company within the framework of the agreement remain the property of the company, regardless of whether these are made available to the customer or to third parties, unless otherwise agreed.
All documents provided by the company, such as designs, sketches, drawings, films, software, texts, audio recordings, (electronic) files, other materials and other products, are exclusively intended to be used by the customer and may not be reproduced, made public or brought to the notice of third parties without the prior consent of the company, unless the nature of the documents provided dictates otherwise.
The company retains the right to use any knowledge gained as a result of the implementation of the work for other purposes, to the extent that no confidential information is brought to the attention of third parties.
Everything on the website is the property of the company and may not be reproduced or made public without the written consent of the company.
The customer must fully and unconditionally respect all intellectual and industrial property rights vested in the items delivered by the company.
The company does not guarantee that the items delivered to the customer do not infringe on any intellectual and/or industrial property rights of third parties and accepts no liability whatsoever in the event of any claim by third parties based on the assertion that an item delivered by the company infringes on any right of a third party.
The customer indemnifies the company against third party claims based on infringement of intellectual property rights (including portrait rights) related to himself as well as to the photos or images of third parties that he adds to a product of the company.

Article 19 – Amendments to the terms and conditions

The company reserves the right to change these conditions unilaterally.
The version valid at the time of the conclusion of the relevant legal relationship with the company shall always apply. The customer is advised to regularly check the conditions for changes.

Article 20 – Applicable law and competent court

Contracts between the company and the customer to which the terms and conditions relate are exclusively governed by Dutch law, even if an agreement is fully or partially implemented abroad. The applicability of the Vienna Sales Convention is excluded.
All disputes arising from offers or contracts, by whatever name, will be submitted to the judgement of the competent court in the company's place of business.
The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.