General Terms and Conditions
Definitions
1.1 In these General Terms and Conditions, the following definitions are used:
- Buyer: the party with whom AMBIQUE enters into an Agreement or to whom it makes an offer therefor;
- AMBIQUE: the private company AMBIQUE B.V., having its registered office in Bad Nieuweschans, The Netherlands, with its principal place of business at Oudezijl 2, 9693PA,
The Netherlands, registered in the trade register of the Dutch Chambers of Commerce
under number 83326413; - Agreement: an agreement whereby AMBIQUE commits to the Buyer, for a cash price to be
paid by the Buyer, to sell and deliver one or more Products; - Parties: the Buyer and AMBIQUE;
- Products: the goods offered for sale by AMBIQUE or sold to the Buyer under the
Agreement; - Territory: the country in which the Buyer has its principal place of business;
- Website: AMBIQUE’s website(s), including www.AMBIQUE.eu.
1.2 Where in these General Terms and Conditions reference is made to “AMBIQUE” this shall, as far
as applicable, include its management and employees.
Article 2 – Applicability
2.1 These General Terms and Conditions shall apply to all offers made by AMBIQUE and to all Agreements with AMBIQUE.
2.2 In addition to these General Terms and Conditions, supplementary terms and conditions may apply to certain services and/or products if explicitly stated.
2.3 Deviation from these General Terms and Conditions is only possible if expressly agreed in writing, in which case the other provisions of these terms and conditions shall remain in full force.
2.4 If the Buyer also refers to his general conditions, these conditions shall not apply unless expressly agreed in writing by AMBIQUE.
2.5 The “Buyer” refers to any website visitor or natural or legal person who has or will have a contractual relationship with AMBIQUE.
2.6 If and to the extent that provisions of the Agreement and these General Terms and Conditions conflict, the relevant provisions of the Agreement shall prevail.
2.7 If one or more provisions of these General Terms and Conditions at any time prove to be wholly or partially void and/or voidable, the remainder of these General Terms and Conditions shall continue to apply in full. In that case, the Parties will enter into consultation in order to agree on new provisions to replace the void and/or voided provisions, whereby the purpose of the original provisions will be taken into account as much as possible.
2.8 AMBIQUE reserves the right to amend these General Terms and Conditions to conform to the legal standards of the Netherlands.
2.9 By using the AMBIQUE website and / or placing an order, the Buyer accepts these General Terms and Conditions as well as all other rights and obligations as stated on the website.
Article 3 – Offers and formation of agreements
3.1 Offers are valid while supplies last.
3.2 A personal offer has a validity period of 2 weeks, unless a different period is specified in the offer.
3.3 An Agreement is concluded at the time an order confirmation is delivered to the Buyer by e-mail or by ordinary mail at the e-mail address or main address provided by the Buyer.
3.4 The Buyer and AMBIQUE expressly agree that by using electronic forms of communication, a valid Agreement is established as soon as the conditions in Article 3.3 are met. In particular, the absence of an ordinary signature shall not affect the binding force of the offer and its acceptance. The electronic files of AMBIQUE will, to the extent permitted by law, count as a presumption of evidence.
3.5 Information, images, communications provided orally, by telephone or by e-mail, and statements of applicability regarding all offers and the main characteristics of the Products are given or reproduced as accurately as possible. However, AMBIQUE cannot guarantee that all Products are in complete accordance with the information or applicability given. Deviations can in principle not lead to compensation and / or dissolution. AMBIQUE is in no way bound by an error in an offer on its Website.
Article 4 – Prices
4.1 All prices are expressed in euros, in accordance with the relevant legal provisions, and include VAT.
4.2 The Buyer shall owe the price communicated to him by AMBIQUE in his confirmation in accordance with article 3 of these General Terms and Conditions. Apparent (manipulation) errors in the offer, such as obvious inaccuracies, can also be corrected by AMBIQUE after the conclusion of the Agreement.
4.3 Delivery charges, as well as other government levies and costs to be incurred by AMBIQUE (such as but not limited to production, travel, storage costs) are not included in the price.
Article 5 – Payment
5.1 Orders placed through the internet site can be paid with various reputable payment providers (e.g. IDEAL, MasterCard, VISA and PayPal).
5.2 In the event that a term of payment has been agreed upon by AMBIQUE, the Buyer shall be in default by the mere expiry of such term.
5.3 Payment terms can only be agreed upon in writing under conditions to be specified and agreed upon.
5.4 The Buyer is also responsible for all (extra) judicial costs of any kind that AMBIQUE had to make as a result of the Buyer’s non-compliance with his (payment) obligations.
5.5 In case of a failed payment, AMBIQUE is entitled to terminate the Agreement with immediate effect or to suspend (further) delivery until the Buyer has fully complied with the payment obligations, including the payment of interest and costs.
Article 6 – Delivery
6.1 Orders will be delivered as soon as possible. In principle, AMBIQUE aims to ship orders within 14 business days. Said delivery time is for indicative purposes only and shall never be considered a strict deadline. AMBIQUE may provide further information about delivery times on the website or otherwise make this known in writing. Such information is only indicative. The maximum delivery time is 30 days unless otherwise agreed. If this delivery time is not feasible, we will inform you by phone or e-mail. You then have the right to terminate the Agreement. Amounts already paid will be credited as soon as possible, and within 30 days.
6.2 If a Product that is temporarily out of stock is ordered by the Buyer, it will be indicated when the Product will be available again. Delays will be notified to the Buyer by e-mail or phone.
6.3 Deliveries shall be made to the address provided by the Buyer at the time of conclusion of the Agreement.
6.4 The risk of loss or damage to the Product covered by the Agreement shall pass to the Buyer at the time when it is legally and/or actually delivered to the Buyer and thus comes under the control of the Buyer or of a person designated by the Buyer.
6.5 For deliveries outside The Netherlands, other conditions may apply.
Article 7 – Exchanges and right of withdrawal
7.1 The Buyer is required to carefully inspect the Products or inspect them immediately upon receipt. Agreements with consumer Buyers whereby only electronic communication has been used: the consumer Buyer has the right to exercise a right of withdrawal within 14 days of delivery of the Product in question, without giving reasons. Excluded from this right of withdrawal are Products that/when:
- have been used, worn or washed;
- the Buyer removed the labels;
- have been created in accordance with the Buyer’s specifications;
- cannot be returned due to their nature;
- can spoil or age rapidly;
- the Buyer broke its seal;
are clearly of a personal nature;
the Buyer has exercised the right of withdrawal as stated in the previous paragraph, AMBIQUE will provide a refund within 15 working days.
Article 8 – Property Rights
Upon full payment, the Product will become the property of the Buyer.
Article 9 – (Re)sale by Buyer
9.1 Without the express prior consent of AMBIQUE, the Buyer shall not (re)sell the Products in any other way.
9.2 The Buyer shall not market or (re)sell the Products outside the Territory, or to a party within the Territory if the Buyer knows or has any reason to believe that these Products will be resold by such party outside the Territory. If the Buyer learns that a party to whom it supplies Products is marketing or selling the Products outside the Territory, or intends to market or sell the Products outside the Territory, then the Buyer shall immediately notify AMBIQUE and immediately stop supplying products to that party.
Article 10 – Recall
If AMBIQUE informs the Buyer that Products delivered to it are to be recalled (“recall”) or otherwise withdrawn from the market, the Buyer shall do so immediately. If the Buyer resells the Products to other resellers, such as, but not limited to, retailers, the Buyer warrants that such resellers and retailers will promptly recall or otherwise remove the affected Products from the market. If the Buyer fails to do so in a timely manner, the Buyer shall indemnify AMBIQUE and its affiliated legal and other persons from and against any and all liability, loss, damage or expense, including legal fees, incurred as a result of the use of the Products and the failure to recall them.
Article 11 – Warranty and Liability
11.1 AMBIQUE guarantees that the Products to be delivered meet the usual requirements and standards that can be set and are free from any defects.
11.2 The purchase receipt serves as proof regarding the warranty.
11.3 AMBIQUE is never obligated to pay any damages to the Buyer or others, unless there is intentional or gross negligence on the part of AMBIQUE. AMBIQUE shall never be liable for consequential or business damages, indirect damages and loss of sales.
11.4 If for any reason AMBIQUE is required to compensate any damage, the compensation will never exceed an amount equal to the invoice value with respect to the Product or service that caused the damage.
11.5 Without prejudice to the provisions of this article, no warranty can be invoked if wear and tear can be considered normal and continuing in the following cases: if any modifications have been made to the Product, including repairs that have not been carried out with the consent of AMBIQUE or the manufacturer;
- if the original invoice cannot be produced, has been altered or made illegible;
- if defects are the result of improper use;
- if damage is caused by intent or gross negligence;
11.6 The Buyer is obliged to indemnify AMBIQUE for any claims made by third parties against AMBIQUE in relation to the Agreement, insofar as the law does not prevent the Buyer from bearing the relevant damages and costs. The Buyer is required to return the Product to AMBIQUE to ensure proper evaluation and processing of the warranty claim. If a complaint is found to be justified, AMBIQUE undertakes to deliver an equivalent Product, unless otherwise agreed.
11.7 In addition to these warranty provisions, legal warranty provisions remain in effect. An arrangement offered by the company as a guarantee does not affect the rights that the consumer may exercise against the company under the law and the distance agreement. Any warranty provided by the manufacturer or importer shall not affect the rights of the consumer under the law, the distance contract and the warranty provided by the Company against the Company.
11.8 Without prejudice to Article 6:89 of the Dutch Civil Code, AMBIQUE shall not be liable for any damage if the Buyer has not reported the damage in writing to AMBIQUE within 14 days of becoming aware of the cause of the damage and has given AMBIQUE the opportunity to investigate the cause of the damage.
11.9 The limitation of liability does not apply in the case of intent or deliberate recklessness.
Article 12 – Force Majeure
12.1 In the event of force majeure, AMBIQUE shall not be required to fulfil its obligations to the Buyer, or the obligation shall be suspended for the duration of the force majeure.
12.2 Force majeure means any circumstance independent of its will, which prevents the fulfilment of its obligations to the Buyer in whole or in part. These circumstances include strikes, fires, operational failures, power failures, non-delivery or late delivery by suppliers or other involved third parties. Force majeure also includes failures in a (telecommunications) network or connection or communication systems used and / or the unavailability of the Website at any given time.
Article 13 – Intellectual Property
13.1 The Buyer expressly acknowledges that all intellectual property rights of displayed information, announcements or other expressions relating to the Products and / or relating to the Website belong to AMBIQUE and other claimants.
13.2 Without the express prior written consent of AMBIQUE, the Buyer shall not register or cause to be registered any rights with respect to the Products or AMBIQUE’s names, trademarks and/or logos.
Article 14 – Personal data
AMBIQUE will only process Buyer’s data in accordance with its privacy policy. In doing so, AMBIQUE adheres to applicable privacy rules and laws.
Article 15 – Applicable law and competent court
15.1 All offers and Agreements are exclusively governed by Dutch law.
15.2 The applicability of the Vienna Sales Convention is excluded by the Parties.
15.3 The competent court in Groningen, The Netherlands shall have jurisdiction in any dispute arising from or related to the Agreements and undertakings referred to above.
Article 16 – Links and redirects
AMBIQUE’s Website may contain third-party advertisements or links to other sites. AMBIQUE has no influence and is not responsible for the privacy policies of these third parties or their sites.
Article 17 – Your rights
You can always enquire about which data relating to yourself is being processed by AMBIQUE. To do so, please send an e-mail. You can also ask AMBIQUE by e-mail to make improvements, additions or other corrections, which AMBIQUE will process as soon as possible. If you no longer wish to receive information, you can notify AMBIQUE. Sending information is only possible if you have provided your e-mail address.