Terms and Conditions

 Terms & Conditions COLOH

Email: info@coloh.nl
Website: https://aemetrolux.com

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Definitions

COLOH: COLOH, established in Hardenberg NL under Chamber of Commerce no. 74600737.

Customer: the person with whom COLOH has entered into an agreement.

Parties: COLOH and customer together.

Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of COLOH.

Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.

The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotes

Offers and quotations from COLOH are without obligation, unless expressly stated otherwise.

An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation.

If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.

Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed this in writing.

Acceptance

Upon acceptance of a quotation or offer without obligation, COLOH 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.

Oral acceptance of the customer only binds COLOH after the customer has confirmed this in writing (or electronically).

Prices

All prices that COLOH uses 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 otherwise agreed.

All prices that COLOH uses for its services and products, on its website or that are otherwise made known, may change at any time.

The parties agree on a total amount as a guide price for a service provided by COLOH, unless the parties have expressly agreed in writing on a fixed price, from which it is not possible to deviate.

COLOH is entitled to deviate up to 10% from the target price.

If the target price is more than 10% higher, COLOH must inform the customer in good time why a higher price is justified.

If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.

COLOH has the right to adjust the prices annually.

Prior to its effective date, COLOH will communicate price adjustments to the customer.

The consumer has the right to cancel the agreement with COLOH if he does not agree with the price increase.

Payments and payment term

COLOH may require a down payment of up to 50% of the agreed amount upon entering into the agreement.

The customer must make payments afterwards within 14 days after delivery.

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 COLOH having to send the customer a reminder or give notice of default.

COLOH reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.

Consequences of not paying on time

If the customer does not pay within the agreed term, COLOH 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, where a part of a month is counted as a whole month.

If the customer is in default, he also owes extrajudicial collection costs and any compensation to COLOH.

The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

If the customer does not pay on time, COLOH may suspend its obligations until the customer has fulfilled its payment obligation.

In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, the claims of COLOH against the customer are immediately due and payable.

If the customer refuses to cooperate with the execution of the agreement by COLOH, he is still obliged to pay the agreed price to COLOH.

Right of advertising

1.As soon as the customer is in default, COLOH is entitled to invoke the right of complaint with regard to the unpaid to the customer.

2. COLOH invokes the right to complain by means of a written or electronic communication.
3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to COLOH, unless the parties agree otherwise.
4. The costs for the collection or return of the products will be borne by the customer.


Right of withdrawal

1. A consumer can cancel an online 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 has been tailor-made or modified especially for the consumer
• the seal is still intact if it concerns data carriers with digital content (DVDs, CDs, hardware, etc.)
• the product is not a book that has been used, or is a separate lesson module / project module.
• it is not an (order for) emergency repair
• 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 cooling-off period and where the customer has expressly stated to waive the right of withdrawal
2. 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 agreement delivery of the service
◦ as soon as the consumer has confirmed that he will purchase digital content via the internet
3. The consumer can make his appeal to the right of withdrawal known via info@coloh.nl, if desired using the withdrawal form that can be completed via the COLOH website, https://aemetrolux.com/cancellation.
4. The consumer is obliged to return the product to COLOH within 14 days after the notification of his right of withdrawal, failing which his right of withdrawal will lapse.
Reimbursement of delivery costs
1. If the consumer has made use of his right of withdrawal in a timely manner and as a result has returned the complete order to COLOH in time, COLOH will refund any shipping costs paid by the consumer within 14 days of receipt of the order, which has been returned in full in time.
2. The costs for delivery will only be borne by COLOH insofar as the complete 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 entire order will be borne by the consumer, unless the consumer has an active membership or account with COLOH.

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. COLOH can invoke its right of retention and, in that case, keep the customer's products in its possession until the customer has settled all outstanding invoices with regard to COLOH, 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 COLOH.
3. COLOH 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 owed to COLOH against a claim against COLOH.

Retention of title

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

Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at COLOH, 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 are not paid on time, COLOH has the right to suspend its obligations until the agreed part has still been paid.
5. In case of late payment, there is a default of creditors, with the result that the customer cannot object to COLOH a late delivery.

Delivery time

1. The delivery times stated by COLOH 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 offer signed for approval by the customer to COLOH has been confirmed to the customer by COLOH in writing or electronically.
3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless COLOH is unable to deliver within 14 days after receiving a written demand to do so 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 taking receipt of the product, failing which COLOH cannot be held liable for possible damage.
2. If the customer takes care of the transport of a product himself, he must report any visible damage to products or the packaging to COLOH prior to transport, failing which COLOH cannot be held liable for any damage.
Insurance
1. The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
◦ delivered goods that are necessary for the execution of the underlying agreement
◦ items of COLOH that are present at the customer
◦ goods delivered under retention of title
2. The customer makes the policy of these insurances available for inspection at COLOH's first request.
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.

Assembly/Installation

Although COLOH makes every effort to carry out all assembly and/or installation work as well as possible, it bears no responsibility for this except in the case of intent or gross negligence.

Guarantee

1. When the parties have entered into an agreement of a service nature, this only contains a best efforts obligation for COLOH 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 warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or incompetent 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 time when these are legally and/or actually delivered, or at least come under the control of the customer or from a third party who takes delivery of the product on behalf of the customer.

Performance of the agreement

1. COLOH will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. COLOH has the right to have the agreed services (partially) performed by third parties.
3. The execution 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 COLOH can start the execution of the agreement on time.
5. If the customer has not ensured that COLOH can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.

Provision of information by the customer

1. The customer shall make all information, data and documents relevant for the correct execution of the agreement available to COLOH 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 they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.

3. If and insofar as the customer so requests, COLOH will return the relevant documents.
4. If the customer does not make available the information, data or documents reasonably required by COLOH, or does not timely or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Duration of the contract for a service

1. The agreement between COLOH and the customer regarding a service or services is entered into for the duration of 8 weeks, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. At the end of the term referred to in paragraph 1 of this article, the agreement will be tacitly converted into an agreement for an indefinite period, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with observing a notice period of 1 (one) month, whereby the agreement ends by operation of law.
3. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give COLOH written notice of default.

Termination agreement service for a definite period of time

1. The customer or consumer cannot terminate an agreement concerning a service that has been entered into for a definite period of time, no earlier than after 1 (one) year.
2. After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by the customer with due observance of a notice period of 3 months.
3. After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer with due observance of a notice period of 1 (one) month.
4. If the agreement concerning a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely

Intellectual property

1. COLOH 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, models, etc. unless the parties have agreed otherwise in writing.
2. The customer may not copy, show to third parties and/or make them available or use them in any other way without the prior written consent of COLOH.

Confidentiality

1. The customer shall keep secret any information (in whatever form) he receives from COLOH.
2. The same applies to all other information concerning COLOH of which the customer knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could cause damage to COLOH.
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 duty of confidentiality described in this article does not apply to information:
◦ which was already public before the customer learned this information or which has subsequently become public without being the result of a breach of the customer's confidentiality obligation
◦ 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 about confidentiality or about intellectual property, he forfeits an immediately due and payable fine for each violation for the benefit of the trade name.
• if the other party is a consumer, this fine is €1,000
• if the other party is a legal person, this fine is € 5,000
2. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that that violation continues.
3. No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
4. Forfeiture of the fine referred to in the first paragraph of this article does not affect COLOH's other rights, including its right to claim compensation in addition to the fine.

Disclaimer

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

Complaints

1. The customer must examine a product or service provided by COLOH as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, then to inform COLOH of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform COLOH of this within 2 months after discovery of the shortcomings.
4. The customer provides as detailed a description as possible of the shortcoming, so that COLOH 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 COLOH being obliged to perform other work than has been agreed.

Notice of default

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

Joint and several liability customer

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

Liability COLOH

1. COLOH is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
2. If COLOH is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
3. COLOH is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
4. If COLOH is liable, this liability is limited to the amount that is 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 to 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 COLOH expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to dissolution

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

supremacy

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure on the part of COLOH in the fulfillment of any obligation with regard to the customer cannot be attributed to COLOH in a situation independent of the will of COLOH, as a result of which the fulfillment is prevented from fulfilling its obligations towards the customer in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from COLOH.

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.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which COLOH cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until COLOH can fulfill 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. In a force majeure situation, COLOH does not owe any (damage) compensation, even if it benefits from any advantage as a result of the force majeure situation.

Amendment of the agreement

1. If, after the conclusion of the agreement for its execution, it appears necessary to change or supplement its content, the parties shall 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 terms and conditions

1. COLOH is entitled to amend or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. COLOH will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to cancel 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 COLOH.
2. This provision applies as a stipulation with property law effect 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 invalid or voidable, this will not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what COLOH had in mind when drafting the conditions on that point.

Applicable law and competent court

1. Only Dutch law applies to every agreement between the parties.
2. The Dutch court in the district where COLOH is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Prepared on August 1, 2022.