Wholesale The Balloon Factory in Curacao

Terms and conditions

General Terms and Conditions
Wholesale The Balloon Factory

Wholesaler The Balloon Factory Curaçao is part of The Balloon Factory.

GENERAL TERMS AND CONDITIONS The Balloon Factory

Definitions

The Balloon Factory, established in Almere under Chamber of Commerce no. 59199660.
Customer: the person with whom The Balloon Factory has entered into an agreement.
Parties: The Balloon Factory and the 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 offers, tenders, works, orders, agreements and deliveries of services or products by or on behalf of The Balloon Factory.
The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

Offers and quotations from The Balloon Factory are non-binding unless explicitly stated otherwise.
An offer or quotation is valid for a maximum of 2 weeks, unless another acceptance period is specified in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed otherwise in writing.

Acceptance

Upon acceptance of a non-binding offer or quote, The Balloon Factory reserves the right to withdraw the offer or quote within 3 days of receipt of acceptance, without the customer being able to derive any rights from this.
Oral acceptance by the customer only binds The Balloon Factory after the customer has confirmed it in writing (or electronically).

Prices

All prices charged by Groothandel The Balloon Factory are in euros, exclusive of VAT and any other costs such as administrative fees, taxes, and travel, shipping, or transportation costs, unless explicitly stated otherwise or agreed upon otherwise.
All prices charged by The Balloon Factory for its products or services, as stated on its website or otherwise made known, may be changed by The Balloon Factory at any time.
Increases in the cost prices of products or parts thereof that The Balloon Factory could not have foreseen at the time of making the offer or the conclusion of the agreement may lead to price increases.
The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
The price for a service is determined by The Balloon Factory based on the actual hours spent.
The price is calculated according to The Balloon Factory's usual hourly rates, applicable for the period during which the work is performed, unless a different hourly rate has been agreed upon.
If parties have agreed on a total amount for a service provided by The Balloon Factory, this is always a guide price, unless the parties have expressly and in writing agreed on a fixed price that cannot be deviated from.
The Balloon Factory is entitled to deviate from the standard price by up to 10%.
If the guide price falls more than 10%, The Balloon Factory must inform the customer in a timely manner why a higher price is justified.
If the target price falls more than 10%, the customer has the right to have the part of the order that exceeds the target price increased by 10%.
The Balloon Factory reserves the right to adjust the prices annually.
Prior to the entrance of the balloon, The Balloon Factory will inform the customer of any price adjustments.
The consumer has the right to cancel the agreement with The Balloon Factory if he does not agree to the price increase.

Consequences of late payment

If the customer does not pay within the agreed period, The Balloon Factory is entitled to charge interest of 1% per month from the day the customer becomes in default, with a portion of a month being calculated as a whole month.
When the customer is in default, they are also liable to The Balloon Factory for extrajudicial collection costs and any damages.
The collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.
If the customer does not pay in a timely manner, The Balloon Factory 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 Balloon Factory’s claims against the customer are immediately due and payable.
If the customer refuses to cooperate with the execution of the agreement by The Balloon Factory, he is still obliged to pay the agreed price to The Balloon Factory.

Right of advertising

Once the customer is in default, The Balloon Factory is entitled to invoke the right of advertising with respect to the products delivered to the customer that have not been paid for.
The Balloon Factory claims the right of publicity by means of a written or electronic notification.
As soon as the customer is informed of the right of appeal, the customer must immediately return the products to which this right applies to The Balloon Factory, unless the parties agree otherwise.
The costs for retrieving or returning the products shall be borne by the customer.

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

The Balloon Factory may invoke its right of retention and, in that case, keep the customer's products until the customer has paid all outstanding invoices to The Balloon Factory, unless the customer has provided sufficient security for those costs.
The retention right also applies under previous agreements to which the customer is still liable to pay the balance to The Balloon Factory.
The Balloon Factory is never liable for any damage that the customer may suffer as a result of exercising their right of retention.

Settlement

Unless the customer is a consumer, the customer waives their right to set off a debt owed to The Balloon Factory against a claim on The Balloon Factory.

Retention of title

The Balloon Factory remains the owner of all products delivered until the customer has fully fulfilled all its payment obligations to The Balloon Factory under any agreement concluded with The Balloon Factory, including claims for failure to perform.
Until then, The Balloon Factory can rely on its property rights and reclaim the goods.
Before ownership has passed to the customer, the customer may not pledge, sell, alienate, or otherwise encumber the products.
If The Balloon Factory invokes its retention of title, the agreement shall be deemed terminated and The Balloon Factory shall be entitled to claim damages, lost profits and interest.

Delivery

Delivery is subject to availability.
Delivery takes place at The Balloon Factory, unless otherwise agreed by the parties.
Delivery of online ordered products takes place at the address specified by the customer.
If the agreed amounts are not paid in full or on time, The Balloon Factory has the right to suspend its obligations until the agreed part is paid in full.
Late payment constitutes a default by the creditor, which means that the customer cannot object to a late delivery from The Balloon Factory.

Delivery time

The delivery times specified by The Balloon Factory are indicative and do not entitle the customer to cancel the contract or receive compensation for damages if they are exceeded, unless the parties have expressly and in writing agreed otherwise.
The delivery period begins after the quote signed by the customer has been confirmed in writing or electronically by The Balloon Factory to The Balloon Factory.
Exceeding the specified delivery time does not entitle the customer to compensation for damages or the right to terminate the agreement, unless The Balloon Factory is unable to deliver within 14 days after being given written notice 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 in a timely manner.

Transport costs

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

Packaging and shipping

If the packaging of a delivered product is opened or damaged, the customer must, before accepting the product, have it noted by the courier or delivery person, failing which The Balloon Factory cannot be held liable for any damage.
If the customer is responsible for transporting a product themselves, they must report any visible damage to the product or the packaging to The Balloon Factory in advance of transportation; failure to do so will render The Balloon Factory not liable for any damage.

Insurance

The customer undertakes to adequately 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
- Business from The Balloon Factory that are present with the customer
- goods delivered subject to retention of title
At the first request of The Balloon Factory, the customer will be given access to the policies of these insurances.

Storage

If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality shall be borne entirely by the customer.
Any additional costs resulting from premature or delayed acceptance of products shall be entirely at the customer's expense.

Warranty

When parties have entered into an agreement of a service nature, this includes only obligations regarding effort, not obligations regarding results.
The warranty regarding products applies exclusively to defects caused by faulty manufacturing, construction, or material.
The warranty does not apply in the event of normal wear and tear, damage resulting from accidents, modifications made to the product, negligence or improper use by the customer, or when the cause of the defect cannot be clearly determined.
The risk of loss, damage, or theft of the products that are the subject of an agreement between the parties passes to the customer at the moment these are legally and/or factually delivered, or at least come into the possession of the customer or of a third party who receives the product on behalf of the customer.

Trade

Exchange is only possible if the following conditions are met:

The exchange takes place within 30 days of purchase upon presentation of the original invoice.
The product is returned in the original packaging or with the original (price) tags still attached.
The product has not yet been used

Discounted items, perishable items such as food, custom-made items, or items specially adapted for the customer cannot be exchanged.

Execution of the agreement

The Balloon Factory carries out the agreement to the best of its ability and in accordance with the requirements of good craftsmanship.
The Balloon Factory has the right to have the agreed-upon service provided (in part) by third parties.
The execution of the agreement shall take place by mutual consultation and after written consent and payment of any agreed advance payment by the client.
It is the responsibility of the customer that The Balloon Factory can start the execution of the agreement in a timely manner.
If the customer has not ensured that The Balloon Factory can start executing the agreement in a timely manner, the resulting additional costs and/or additional hours will be charged to the customer.

Provision of information by the customer

The customer shall make all information, data and documents relevant to the correct execution of the agreement available to The Balloon Factory in a timely manner and in the desired form and manner.
The Client guarantees the accuracy, completeness, and reliability of the information, data, and documents provided, even if originating from third parties, insofar as the nature of the agreement does not imply otherwise.
If and to the extent that the customer requests it, The Balloon Factory will return the relevant documents.
If the customer does not, in a timely manner or in a proper manner, make the information, data or documents reasonably requested by The Balloon Factory available, and the execution of the agreement thereby suffers delays, the resulting additional costs and extra hours shall be borne by the customer.

Duration of the agreement

If an agreement has been concluded for a certain period of time, it will be tacitly converted into an agreement for an indefinite period after the end of the term, unless one of the parties terminates the agreement within 2 months, or a consumer terminates the agreement within 1 month, then the agreement will end automatically.
If his parties have agreed on a deadline within the term of the agreement for the completion of certain work, this is never a fatal deadline. If this deadline is exceeded, the customer must notify The Balloon Factory in writing of the breach.

Intellectual property

The Balloon Factory reserves all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.
The customer may not (without the prior written consent of The Balloon Factory) copy, display to third parties and/or make available or otherwise use the aforementioned intellectual property rights.

Penalty clause

If the customer violates the provisions of these general terms and conditions regarding confidentiality or intellectual property, he shall be liable to The Balloon Factory for an immediate and payable fine of €5,000 for each violation and in addition a sum of 5% of the aforementioned amount for each day that the violation continues.
No prior notice of default or legal proceedings are required for the forfeiture of this penalty. Nor is there a need for any form of damage.
The imposition of the fine referred to in the first paragraph of this article does not affect The Balloon Factory’s other rights, including its right to claim damages in addition to the fine.

Indemnification

The customer indemnifies The Balloon Factory against all claims from third parties related to the products and/or services supplied by The Balloon Factory.

Complaints

The customer must inspect a product delivered or service provided by The Balloon Factory as soon as possible for any defects.
If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must notify The Balloon Factory thereof as soon as possible, but in any case within 1 month after discovery of the shortcomings.
Consumers must notify The Balloon Factory of the shortcomings no later than 2 months after discovering them.
The customer provides as detailed a description of the defect as possible, so that The Balloon Factory is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this cannot in any event lead to The Balloon Factory being held liable to perform work other than that which has been agreed upon.

Notice of default

The customer must notify The Balloon Factory of notices of default in writing.
It is the customer's responsibility to ensure that a notice of default actually reaches The Balloon Factory (in a timely manner).

Joint and several liability of the customer

If The Balloon Factory enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to The Balloon Factory under that agreement.

Liability The Balloon Factory

The Balloon Factory is solely liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or willful recklessness.
If The Balloon Factory is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
The Balloon Factory is never liable for indirect damages, such as consequential damages, lost profits, lost savings, or damage to third parties.
If The Balloon Factory is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance policy, and in the absence of (full) payment of the amount of damage by an insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.
All images, photos, colors, drawings, and descriptions on the website or in a catalog are merely indicative and approximate, and cannot give rise to claims for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration date

Any right of the customer to compensation from The Balloon Factory shall in any event lapse 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.

Right to dissolution

The customer has the right to dissolve the agreement if The Balloon Factory is in attributable default in the performance of its obligations, unless this default, given its particular nature or minor significance, does not justify dissolution.
If the performance of the obligations by The Balloon Factory is not permanently or temporarily impossible, dissolution may only take place after The Balloon Factory is in default.
The Balloon Factory has the right to dissolve the agreement with the customer if the customer fails to fulfill his obligations under the agreement fully or in a timely manner, or if The Balloon Factory has become aware of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill his obligations.

Force majeur

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by The Balloon Factory to fulfill any obligation towards the customer cannot be attributed to The Balloon Factory in a situation independent of The Balloon Factory’s will, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from The Balloon Factory.
The force majeure situations referred to in paragraph 1 also include – but are not limited to – the following: states of emergency (such as civil war, insurrection, riots, natural disasters, etc.); breaches of contract and force majeure by suppliers, carriers, or other third parties; unexpected power, electricity, internet, computer, and telecommunications failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work stoppages.
If a force majeure situation arises as a result of which The Balloon Factory cannot fulfill one or more obligations to the customer, those obligations shall be suspended until The Balloon Factory is able to fulfill them again.
From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.
The Balloon Factory is not liable for any compensation (for damages) in a force majeure situation, even if it benefits in any way as a result of the force majeure situation.

Wijziging van de overeenkomst

If, after the conclusion of the agreement, it proves necessary to modify or supplement its content for its execution, the parties shall amend the agreement accordingly in a timely manner and by mutual consultation.

Amendment of general terms and conditions

The Balloon Factory is entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be implemented at any time.
The Balloon Factory will discuss major substantive changes with the client in advance as much as possible.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

Customer rights arising from an agreement between the parties may not be transferred to third parties without the prior written consent of The Balloon Factory.
This provision applies as a clause with proprietary effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Consequences of nullity or voidability

If one or more provisions of these general terms and conditions prove to be null and void or voidable, this shall not affect the remaining provisions of these terms and conditions.
A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what The Balloon Factory had in mind regarding that point when drafting the terms and conditions.

Applicable law and competent court

The Dutch court in the district where The Balloon Factory is established/practices/has its office is exclusively competent to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

Every agreement between the parties is exclusively governed by Dutch law.