General terms and conditions Replate
Email: info@replate.nl
Website: www.replate.nl
Article 1 – Definitions
1. Replate: Replate, located in The Hague, Chamber of Commerce number 95819150.
2. Customer: the person with whom Replate has entered into an agreement.
3. Parties: Replate and Customer together.
4. Consumer: a Customer who is also an individual and who acts as a private person.
Article 2 – Applicability
1. These conditions apply to all quotations, offers, work, orders,
agreements and deliveries of services or products by or on behalf of Replate.
2. Replate and the Customer can only deviate from these conditions if this has been agreed in writing.
3. Replate and the Customer exclude the applicability of the general terms and conditions of the Customer or of
others expressly.
Article 3 – Prices
1. Replate uses prices in euros, including VAT and excluding any other costs such as administration or
shipping costs, unless otherwise agreed in writing.
2. Replate may always change the prices of its services and products on its website and in other communications.
3. Increases in the cost prices of products or parts thereof that Replate could not have foreseen at the time
making the offer or concluding the agreement may result into
price increases.
4. The consumer has the right to cancel an agreement due to a price increase in paragraph 3, unless
the increase is the result of a statutory regulation.
Article 4 – Samples and models
1. When the Customer has received a sample or model of a product, he has no other rights to it
then derive that it is an indication of the nature of the product, unless it has been agreed in writing that the
products to be delivered correspond to the sample or model.
Article 5 – Payments and payment term
1. Replate may require a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The Customer must make a subsequent payment within 14 days after delivery.
3. The payment terms used by Replate are strict payment terms. This means that if the Customer
has not paid the agreed amount no later than the last day of the payment term, he is automatically in default
without Replate having to send a reminder or give notice of default to the Customer.
4. Replate may make a delivery dependent on immediate payment or require security for
the total amount of the services or products.
Article 6 – Right of recovery
1. If the Customer is in default, Replate may invoke the right of recovery with regard to the unpaid to
Customer supplied products.
2. Replate exercises its right of recovery by sending a written or electronic message to the Customer.
3. As soon as the Customer has been informed of the invoked right of recovery, the Customer must return the relevant
products immediately to Replate, unless otherwise agreed in writing.
4. The Customer pays the costs for retrieving or returning the products in paragraph 3.
Article 7 – Right of withdrawal
1. A consumer may cancel an online purchase within 14 days of purchase without giving a reason.
This right of withdrawal does not apply when:
– the product has been used
– it is a product that can spoil quickly, such as food or flowers
– it is a product that has been tailor-made or adapted especially for the consumer
– it is a product that cannot be returned for hygienic reasons, such as underwear or swimwear
– the seal is not intact when it concerns data carriers with digital content, such as DVDs or CDs
– the product or service accommodation, a trip, a restaurant business, transport, a catering order or a form of
leisure activities
– the product is a separate magazine or newspaper
– the consumer has waived his right of withdrawal
2. The reflection period of 14 days 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 confirmed that he will purchase digital content via the internet
3. The consumer can use his cooling-off period by sending an email with that subject to info@replate.
nl.
4. The consumer must return the product to Replate within 14 days after sending the email in paragraph 3.
5. If the consumer does not return the product within 14 days after communicating his right of withdrawal,
then his right of withdrawal expires.
Article 8 – Reimbursement of delivery costs
1. If the consumer has revoked his purchase on time and has returned the complete order to Replate on time,
Replate will refund any shipping costs paid by the consumer to the consumer within 14 days of receipt of the
fully returned order on time.
2. Delivery costs will only be borne by Replate if the entire order is
returned.
Article 9 – Reimbursement of return costs
1. If the consumer invokes his right of withdrawal and returns the entire order on time,
the consumer will pay the costs.
Article 10 – Right of retention
1. Replate may exercise its right of retention and in that case retain the Customer's products until the Customer
has paid all outstanding invoices of Replate, unless the Customer has provided sufficient
security for those costs.
2. The right of retention also applies on the basis of previous agreements as a result of which the Customer still has to pay money to
Replate .
3. Replate is not liable for any damage the Customer suffers due to the use of his right of retention.
Article 11 – Retention of title
1. Replate remains the owner of all delivered products until the Customer
has paid all outstanding invoices from Replate relating to an underlying
agreement, including claims due to failure to comply.
2. Until that time in paragraph 1, Replate can exercise its retention of title and take back the goods.
3. Before ownership has been transferred to the Customer, the Customer may not pledge, sell, dispose
of or encumber the products in any other way.
4. If Replate makes use of its retention of title, the agreement will be canceled and Replate may demand
compensation, lost profit and interest from the Customer.
Article 12 – Delivery
1. Delivery takes place while stocks last.
2. Delivery takes place at Replate, unless otherwise agreed.
3. Delivery of products ordered online will take place at the address specified by the Customer.
4. If the Customer does not pay the agreed amounts or does not pay on time, Replate may suspend its obligations
until the Customer pays.
5. Late payment constitutes a creditor's default, as a result of which the Customer cannot object to
Replate for late delivery.
Article 13 – Delivery time
1. Replate's delivery times are indicative. If delivery is made later, the Customer cannot derive any rights from this,
unless otherwise agreed in writing.
2. The delivery time starts when the Customer has fully completed the ordering process and has received
confirmation from Replate.
3. The Customer will not receive any compensation and may not cancel the agreement if Replate
delivers later than agreed. The Customer may cancel the agreement if this has been
agreed in writing or if Replate cannot deliver within 14 days, after having been notified in
writing or if the Customer and Replate have agreed otherwise.
Article 14 – Actual delivery
1. The Customer must ensure that the actual delivery of his ordered products can take place on time.
Article 15 – Transport costs
1. The Customer pays the costs for transport, unless the Customer and Replate have agreed otherwise in writing.
Article 16 – Packaging and shipping
1. If the packaging of a delivered product is opened or damaged, the Customer must have the carrier
make a note of this before receiving the product. If the Customer does not do this, he cannot
hold Replate liable for any damage.
2. If the Customer arranges the transport of a product himself, he must report any visible
damage to products or packaging to Replate prior to transport. If the Customer does not
do this, he cannot hold Replate liable for any damage.
Article 17 – Custody
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 resulting from premature or late purchase of products will be entirely borne
by the Customer.
Article 18 – Warranty
1. The warranty on products only applies to defects caused by defective manufacturing or
construction or defective materials.
2. The warranty does not apply:
– in case of normal wear and tear
– for damage caused by accidents
– for damage caused by changes made to the product
– for damage due to negligence or improper use by the Customer
– when the cause of the defect cannot be clearly determined
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is
transferred to the Customer at the time when they are legally and/or actually delivered, or at least come under the
control of the Customer or of a third party who receives the product on behalf of the Customer.
Article 19 – Indemnity
1. The Customer indemnifies Replate against all claims from others related to the products and/or services
supplied by Replate.
Article 20 – Complaints
1. The Customer must examine a product or service provided by Replate as quickly as possible
for any shortcomings.
2. If a delivered product or service does not meet what the Customer could reasonably expect,
the Customer must inform Replate of this within 1 month after determining the shortcoming.
3. A consumer must inform Replate of this within 2 months after discovering the
shortcoming.
4. The Customer provides as detailed a description as possible of the shortcoming, so that
Replate can respond appropriately.
5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and Replate.
6. If a complaint concerns ongoing work, the Customer cannot demand that Replate perform work
other than what has been agreed.
Article 21 – Notice of default
1. The Customer must notify Replate of any notice of default in writing.
2. The Customer is responsible for ensuring that his notice of default actually reaches Replate on time.
Article 22 – Customer Liability
1. When Replate enters into an agreement with multiple Customers, each of them is jointly and
severally liable for complying with the agreements in that agreement.
Article 23 – Liability Replate
1. Replate is only liable for damage suffered by the Customer if that damage is caused by intent or
deliberate recklessness.
2. If Replate is liable for damage, this only applies to direct damage related to the execution of an
underlying agreement.
3. Replate is not liable for indirect damage, such as consequential damage, lost profits or damage to third parties.
4. If Replate is liable, this liability is limited to the amount paid out by a (professional) liability
insurance policy. If no insurance has been taken out or no damage amount is paid out, liability is
limited to the (part of the) invoice amount to which the liability
relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative
only and cannot lead to any compensation, dissolution or suspension.
Article 24 – Expiration period
1. Any right of the Customer to compensation from Replate expires 12 months after the event from which the
liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 25 – Dissolution
1. The Customer may cancel the agreement if Replate imputably fails to fulfill its obligations, unless
this failure does not justify termination due to its special nature or minor
significance.
2. If fulfillment of the obligations by Replate is still possible, dissolution can only take place
after Replate is in default.
3. Replate may cancel the agreement with the Customer if the Customer does not fully or timely
fulfill its obligations under the agreement, or when Replate has become aware of circumstances that
give it good grounds to assume that the Customer will not fulfill its obligations.
Article 26 – Force majeure
1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of Replate by the
Customer cannot be attributed to Replate in the event of force majeure.
2. The force majeure situation in paragraph 1 also includes:
– a state of emergency such as a civil war or natural disaster
– breach of contract or force majeure of suppliers, deliverers or others
– power, electricity, internet, computer or telecom disruptions
– computer viruses
– strikes
– government measures
– transport problems
– bad weather conditions
– work stoppages
3. If a force majeure situation occurs as a result of which Replate cannot fulfill 1 or more obligations
to the Customer, those obligations will be suspended until Replate can fulfill them.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both the
Customer and Replate may cancel the agreement in whole or in part in writing.
5. Replate does not have to pay compensation to the Customer in a force majeure situation,
even if Replate benefits from this.
Article 27 – Changes to agreement
1. If it is necessary to change a concluded agreement for its implementation, the Customer and
Replate can adjust the agreement.
Article 28 – Changes to general terms and conditions
1. Replate may change these general terms and conditions.
2. Replate may always make changes of minor importance.
3. Replate will discuss major changes with the Customer in advance as much as possible.
4. A consumer may terminate the underlying agreement in the event of a major
change to the general terms and conditions.
Article 29 – Transfer of rights
1. The Customer cannot transfer any rights under an agreement with Replate to others
without written permission from Replate.
2. This provision applies as a clause with property law effect as in Article 3:83 paragraph 2 of the Dutch Civil Code.
Article 30 – Consequences of nullity or voidability
1. If 1 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. A provision that is void or voidable will in that case be replaced by a provision that comes
closest to what Replate had in mind when drawing up the terms and conditions.
Article 31 – Applicable law and competent court
1. Dutch law applies to these general terms and conditions.
2. The court in the district where Replate is established has exclusive jurisdiction to hear any disputes
between the Customer and Replate, unless the law provides otherwise.
Prepared on January 27, 2025.