General terms and conditions Byrobinsmit
The Private Company Florisem B.V. is registered with the Chamber of Commerce with number 73771295 and is located at Leiduinstraat 32 1 (1058 SK) in Amsterdam.
Article 1 Definitions
- In these general terms and conditions, the following terms will have the meanings mentioned below, unless expressly stated otherwise:
- Byrobinsmit is a website of Florisem B.V, hereinafter: Florisem.
- Consumer: Natural person (not) acting in the exercise of a profession or business.
- Buyer: The Consumer who enters into a (remote) agreement with the Seller.
- Business: The natural or legal person who acts in the exercise of a profession or business.
- Offer: Any written offer to the Buyer for the delivery of Products by Florisem.
- Products: the products offered by Florisem are personal care products, home decoration and garden items and household and electrical appliances.
- Agreement: the purchase agreement (at a distance) that extends to the sale and delivery of products purchased by the Buyer from Florisem.
Website: the website used by Florisem is https://www.byrobinsmit.nl.
Article 2 Applicability
- These general terms and conditions apply to every Florisem Offer and every agreement between Florisem and a Buyer and to every product offered by Florisem. The present conditions also apply to all agreements with Florisem for the implementation of which third parties must be involved.
- Before a (remote) agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Florisem will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on Florisem's website(s), so that the Buyer can easily store these general terms and conditions on a durable medium.
- Deviation from these general terms and conditions is not possible in principle. The applicability of any (other) general or (purchase) conditions of the Buyer is expressly rejected. Only Florisem's general terms and conditions apply to all assignments agreed on with Florisem. In exceptional situations it is possible to deviate from the general terms and conditions if this was explicitly agreed in writing with Florisem.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer.
- If one or more provisions of these general terms and conditions are partially or wholly void or nullified, the other provisions of these general terms and conditions will continue to apply, and the void/nullified provision(s) will be replaced by a provision with the same meaning as the original provision.
- Ambiguities about the content, explanations or situations that are not regulated in these terms and conditions must be assessed and explained in the spirit of these terms and conditions.
Article 3 The Offer
All offers made by Florisem are without obligation, unless explicitly stated otherwise in writing. If the offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An offer is only considered when written in writing.
2. The offers made by Florisem are without obligation. Florisem is only bound by the offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or because Florisem sends an invoice based on what has been purchased by the Buyer and this was recorded in writing on the spot. Nevertheless, Florisem has the right to refuse an agreement with a potential Buyer for a reason justified for Florisem.
The offer contains a complete and accurate description of the product offered. The description is sufficiently detailed for the Buyer to be able to make a good assessment of the offer. Obvious mistakes or errors in the offer cannot bind Florisem. The images and specific data in the offer are only an indication and cannot be a basis for any compensation or the termination of the agreement (at a distance). Florisem cannot guarantee that the colors in the image exactly match the real colors of the product.
4. Delivery times on the Florisem website are indicative and do not give the Buyer the right to dissolution or compensation if these are exceeded, unless explicitly agreed otherwise.
5. A composite quotation does not oblige Florisem to deliver part of the items included in the offer or quotation at a corresponding part of the stated price.
In principle, no offers are made. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the ‘gone is gone’ principle as indicated in the offer.
Article 4 Conclusion of the Agreement
- The agreement is concluded at the moment that the Buyer has accepted an offer from Florisem by paying for the relevant product.
- An offer can be made by Florisem through the webshop.
If the Buyer has accepted the offer by concluding an agreement with Florisem, Florisem will confirm the agreement with the Buyer in writing by e-mail.
4. If the acceptance deviates (on minor points) from the offer included in the quotation or invoice, Florisem is not bound by this. The Buyer must pay the full quotation or invoice, unless the Buyer can demonstrate that it was agreed otherwise.
- Florisem is not bound by an offer if the Buyer could reasonably have expected or could have understood or should have understood that the offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
- Understandings or agreements can only be entered into by authorized Florisem staff, employees or hired persons who are authorized to represent Florisem and have a written proxy.
- Consumers can assert cancellation within 14 days. The right of withdrawal is excluded if the Buyer concerns a business.
Article 5 Execution of the Agreement
- Florisem will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- If and to the extent that a proper execution of the agreement requires this, Florisem has the right to have certain work done by third parties at its own discretion.
- The Buyer ensures that all data which Florisem indicates to be necessary or which he should reasonably understand to be necessary in order to execute the agreement, are provided to Florisem in a timely manner. If the information required for the implementation of the agreement has not been provided to Florisem on time, Florisem has the right to suspend the execution of the agreement and/or to charge the Buyer the additional costs that result from the delay according to the usual rates.
- Florisem is not liable for damage of any nature whatsoever caused by actions based on incorrect and/or incomplete data provided to Florisem by the Buyer, unless Florisem was aware of this incorrectness or incompleteness.
The Buyer indemnifies Florisem against any claims of third parties that suffer damage in connection to the execution of the agreement and which can be attributed to the Buyer.
Article 6 Delivery
- Delivery takes place in principle from the Supplier's warehouse.
- Shipping of the products is free if the Buyer chooses to ship between 10 and 20 working days. The costs for delivery between 7 and 14 working days are for the account of the Buyer and amount to €3.95, unless explicitly agreed otherwise, or unless there are higher shipping costs in connection to the size and/or weight of the product concerned.
- If the commencement, progress or delivery of the services is delayed because, for example, the Buyer has not provided all requested information, has not provided it on time, does not cooperate sufficiently, the (down) payment has not been received (on time) by Florisem or if due to other circumstances beyond Florisem's control a delay is caused, Florisem is entitled to a reasonable extension of the delivery period. All agreed delivery times are never strict deadlines. The Buyer must give Florisem written notice of default and grant a reasonable term to still be able to deliver. The Buyer is not entitled to any compensation due to the delay.
- The Buyer is obliged to take delivery of the goods at the time they are made available in accordance with the agreement, even if they are offered earlier or later than agreed.
- If the Buyer refuses to take delivery or fails to provide information or instructions which are necessary for the delivery, Florisem is entitled to store the goods at the expense and risk of the Buyer.
- If Florisem requires information from the Buyer in the context of the execution of the agreement, the delivery time starts after the Buyer has made this information available to Florisem.
- If Florisem has specified a delivery period, this is indicative. For delivery outside the Netherlands, longer delivery times apply than specified on the website. This period depends on the delivery time of the Supplier.
- Florisem is entitled to deliver the goods in parts, unless this provision is deviated from in the agreement or the partial delivery has no independent value. Florisem is entitled to invoice the delivered items separately.
The Buyer is responsible for importing and paying the VAT and any import duties for the products purchased by the Buyer.
Article 6A Packaging and Transport
- Florisem commits towards the client to properly package the goods to be delivered by the Supplier and to secure them in such a way that they reach their destination in good condition under normal use.
- Unless otherwise agreed in writing, all deliveries are made excluding sales tax (VAT), excluding packaging and packaging material.
- The acceptance of goods without comments or remarks on the consignment note/invoice counts as proof that the packaging was in good condition at the time of delivery.
- The Buyer is deemed to be in possession of any required import and /or payment permits. The absence or withdrawal of these permits does not relieve the Buyer from the obligation to purchase the goods in the agreed manner. If the goods sold by Florisem are not cleared, a Buyer cannot derive the right to cancel the order/purchase from that. If the Buyer has to pay import duties, these costs will be entirely for the account and risk of the Buyer. In addition, the right to cancel the order/purchase cannot be derived from a change in any quality regulations and /or from objections made by third parties against the objects on the grounds of patents, brands and other rights.
The war risk is always borne by the Buyer.
Article 7 Investigation, Complaints
- The Buyer is obliged to inspect the goods delivered at the time of delivery, but in any case within fourteen days after receipt of the delivered goods, and to unpack or use these goods only to the extent necessary to be able to judge whether to retain the product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods are in accordance with the agreement and if the products meet the requirements that apply in normal (commercial) dealings.
- The Buyer is obliged to investigate how the product should be used and, in the case of personal use, to test the product in accordance with the instructions for use. Florisem does not acknowledge any liability for incorrect use of the product by the Buyer, nor for incorrect advice given by the Buyer to the Buyer's customers.
- Any visible defects or shortages must be reported in writing to Florisem after delivery at email@example.com. The Buyer has a period of 14 days after delivery to do so. Invisible defects or shortcomings must be reported within one month after the discovery, but no later than six months after delivery. In the event of damage to the product due to improper handling by the Buyer, the Buyer himself is liable for any depreciation of the product.
- If the Buyer wishes to return defective items, this will only be done with the prior written consent of Florisem in the manner indicated by Florisem. Returning goods is solely at Florisem's discretion.
- If the Buyer uses his right of withdrawal, he will return the product and all accessories in its original condition and packaging, insofar as this is reasonably possible, to Florisem, in accordance with Florisem's return instructions.
- Reimbursement will only be made if agreed on in writing with Florisem.
- Refunds to the Buyer will be processed as quickly as possible, but no later than 30 days after receiving the return request. Reimbursement will be made to the previously specified account number.
- If the Buyer exercises his right to complain, he has no right to suspend his payment obligation or to set off any outstanding invoices.
- In the absence of a complete delivery, and/or if one or more products are missing, and this is due to Florisem, after a request from the Buyer Florisem will send the missing product(s) through the Supplier or cancel the remaining order (with refund of what was overpaid). The acknowledgment of receipt of the products is leading. Any damage suffered by the Buyer as a result of the different scope of the delivery cannot be recovered from Florisem.
Complaints are not possible if the Buyer has ordered the wrong products himself or had erroneous expectations of the product concerned.
Article 8 Prices
- During the period of validity of the offer, the prices of the products offered will not be increased, unless there are changes in VAT rates.
- The prices stated in the offer are exclusive of VAT and other government taxes as well as shipping and any transport and packaging costs, unless explicitly stated otherwise. For consumers, the price is shown excluding VAT.
- The prices as stated in the offer are based on the cost factors applicable at the time of concluding the agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes. Possible advantageous or disadvantageous differences at the time of arrival, departure or delivery will be credited or charged to the Buyer.
- If there are products subject to price fluctuations on the financial market and over which Florisem has no influence, Florisem can offer these products with variable prices. The offer will state that the prices are target prices and may fluctuate.
Three months after the conclusion of the agreement, price increases may be applied by Florisem at its own discretion. If price increases occur within these three months, this can only be the result of a statutory regulation.
Article 9 Payment and collection policy
- Payment must be made in advance by bank transfer. Objections to the amount of the invoices must be reported within 7 days after the invoice date, but do not suspend the payment obligation.
- The Buyer cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
- The Buyer must pay these costs at once using the payment methods specified in the web shop. Barring special circumstances, the Buyer can only agree on a further period in which the amount due must be paid after explicit written permission from Florisem.
- Florisem has the right to apply the payments made by the Buyer first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Florisem can, without being in default as a result, refuse an offer for payment if the Buyer proposes a different sequence for the allocation. Florisem can refuse full repayment of the principal sum in case it does not also cover the accrued and current interest as well as the costs.
- If the Buyer does not meet his payment obligation, and not within the specified payment period of 14 days, the Buyer will first receive a written reminder before he is in default, after which the Buyer will receive a reminder in which he is informed of the consequences of the default that has occurred.
- From the date that the Buyer is in default, Florisem will, without further notice of default, claim the statutory interest from the first day of default until full payment and reimbursement of the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code to be calculated according to the scale from the decision on compensation for extrajudicial collection costs of July 1st 2012.
If Florisem has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also at the expense of the Buyer.
Article 10 Guaranty
- Florisem does not guarantee that the products meet the specifications, usability and/or reliability stated in the offer and the legal rules/regulations at the time of the conclusion of the agreement. Florisem does not guarantee the absence of defects in the delivered goods, but Florisem strives to and endeavors to deliver the goods in accordance with the agreement. The actual shelf life of shelf-stable products cannot be guaranteed.
- The above-mentioned warranty applies to the scope and for a period that corresponds to the factory warranty. Florisem is never responsible for the suitability of the products for each individual application by the Buyer and for (advice on) the use or application of the products.
- All products offered by Florisem are marked CE, and have the name and address of the manufacturer.
If the goods to be delivered do not meet these guarantees, Florisem will replace or take care of the goods within a reasonable period after receipt thereof or, if return is not reasonably possible, per written notice of the defect by the Buyer, at Florisem's discretion, replace the goods or arrange for repair. In the event of replacement, the Buyer undertakes to return the replaced item to Florisem and to provide ownership to Florisem if this is required by Florisem for reimbursement.
5. The aforementioned guarantee does not apply if the defect has arisen as a result of injudicious or improper use or if, without written permission from Florisem, the Buyer or third parties have made changes or attempted to make changes or used the item for purposes for which it is not intended or if used under abnormal circumstances.
- If the guarantee provided by Florisem concerns an item produced by a third party, the guarantee is limited to the guarantee provided by the producer of the item.
- Florisem points out that certain products, including external care products, have a limited expiration date, which is always stated on the product concerned. The Buyer must take into account this shelf life within which the quality and safety of the product can be guaranteed in accordance with the manufacturer's guarantee.
- For questions about the application of care products and the effect of certain ingredients, and their suitability for the Buyer, the Buyer can turn to Florisem with questions in a general sense, or ask his own doctor or general practitioner for specific advice.
Article 11 Suspension and Dissolution
- Florisem is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Buyer does not or not fully comply with the (payment) obligations of the agreement.
- In addition, Florisem is authorized to terminate the agreement(s) existing between Florisem and the Buyer without a judicial agreement, insofar as they have not yet been carried out, if the Buyer does not timely or properly fulfill his obligations that arise from any agreement concluded with Florisem.
- Furthermore, Florisem is authorized to dissolve the agreement (or have it dissolved) without prior notice of default if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or cannot be demanded according to the standards of reasonableness and fairness or in case of other circumstances of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
- If the agreement is dissolved, Florisem's claims against the Buyer are immediately due and payable. If Florisem suspends compliance with its obligations, it will retain its claim under the law and the agreement.
- Florisem always retains the right to claim compensation.
Article 12 Limitation of liability
- If the execution of the agreement by Florisem leads to liability of Florisem towards the Buyer or third parties, that liability is limited to the costs charged by Florisem in connection with the agreement. The liability is in any case limited to the maximum amount of damages that the insurance company pays per situation.
- Florisem's liability is furthermore limited to the repair of a defective item free of charge or the replacement of that item - or part thereof - at Florisem's discretion.
- Florisem is not liable for consequential damage, indirect damage, business damage, loss of profit and/or losses suffered, missed savings, damage due to business interruption and damage as a result of the use of products supplied by Florisem. For consumers, the limitation extends to what is permitted by virtue of Article 7:24, paragraph 2 of the Dutch Civil Code.
- Florisem is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
- Florisem is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or for the website being unavailable for whatever reason.
- Florisem does not guarantee the correct and complete transmission of the contents of and e-mail sent by/on behalf of Florisem, nor for the timely receipt thereof.
- All claims of the Buyer for failure on the part of Florisem lapse if they have not been reported to Florisem in writing and with reasons, within one year after the Buyer became aware or could reasonably have been aware of the facts on which the Buyer bases his claims.
- Florisem explicitly rejects all liabilities and claims of Buyers and third parties who have suffered (physical) damage due to the use of the products. The products must only be used in accordance with the instructions for use and must never exceed the daily amount. In the event of medication use, the Buyer must consult his doctor at all times.
- Any advice given by Florisem on the use of the products is of a general and non-binding nature. Each Buyer bears responsibility to determine whether the product is suitable for him (or her). If in doubt, the doctor or general practitioner of the Buyer should be contacted for an assessment of the use in the specific case.
The external care products and electrical appliances must be kept out of reach of young children. In addition, the products must be stored according to the usage instructions determined per product. Florisem advises to consult an expert before using the external care products in case of pregnancy, lactation, use of medication, and in case of doubt about hypersensitivity to one of the ingredients.
Article 13 Transfer of risk
The risk of loss or damage to the products that are the subject of the agreement is transferred to the Buyer when the goods leave the Florisem warehouse. Even if the goods are brought under the control of the Buyer and/or third parties, the risk is transferred to the Buyer.
Article 14 Force majeure
- Florisem is not liable if, due to a force majeure situation, it is unable to meet its obligations under the agreement, nor can it be held to fulfill any obligation if it is prevented from doing so due to a circumstance that is not its fault, nor by virtue of the law, a legal action or a generally accepted notion.
Force majeure is in any case understood, but is not limited to what is understood by law and jurisprudence, (i) force majeure of suppliers of Florisem, (ii) non-compliance with obligations of suppliers, (iii) defectiveness of items, equipment, software or materials from third parties, (iv) government measures, (v) power failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at Florisem's company and (xi) other situations that, in Florisem's opinion, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. Florisem has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Florisem should have fulfilled its obligation.
- Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
- Insofar as Florisem has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has or will have independent value, Florisem is entitled to invoice the already fulfilled or to be fulfilled part separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.
Article 15 Intellectual Property Rights
- All IP rights and copyrights of Florisem rest exclusively with Florisem and are not transferred to the Buyer and/or User.
- The Buyer is prohibited from disclosing and/or multiplying, altering or making available to third parties all documents that are subject to Florisem's IP rights and copyrights without the explicit prior written consent of Florisem. If the Buyer wishes to make changes to items supplied by Florisem, Florisem must give explicit approval for the intended changes.
- The Buyer is forbidden to use the products on which Florisem's intellectual property rights rest other than agreed in the agreement.
If the Buyer finds a violation of Florisem's intellectual property rights, or otherwise suspects a (possible) violation of the IP rights and copyrights, the Buyer will inform Florisem of this as soon as possible.
Article 16 Privacy, data processing and security
- Florisem handles the (personal)data of the Buyer and Users of the website(s) with care and will only use these in accordance with the privacy statement. If requested, Florisem will inform the person concerned about this. Questions about the processing of personal data and further information can be sent by e-mail to firstname.lastname@example.org.
If Florisem is required to provide information security on the basis of the agreement, this security will meet the specifications that have been agreed upon and meet a security level that, given the state of the art, the sensitivity of the data and the associated costs is reasonable.
Article 17 Complaints
- If the Buyer is not satisfied with the service or products of Florisem or has any other complaints about the purchase agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than within 2 weeks after the relevant reason that led to the complaint. Complaints can be reported via email@example.com with the subject "complaint".
- The complaint must be sufficiently substantiated and/or explained by the Buyer if Florisem is to be able to handle the complaint.
- Florisem will respond to the complaint as quickly as possible, but no later than within 5 business days after receiving the complaint.
Parties will try to find a joint solution.
Article 18 Applicable law
- Dutch law applies to every agreement between Florisem and Buyer. The applicability of the (CISG) United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
- In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail. Florisem is entitled to unilaterally adjust these general terms and conditions.
- All disputes arising from or as a result of the agreement between Florisem and Buyer will be settled at the competent court in Amsterdam, unless provisions of mandatory law lead to jurisdiction of another court.
Article 19 - The Offer
If an offer has a limited duration or is subject to conditions, this will be explicitly stated in the offer.
The offer is without obligation. The entrepreneur is entitled to change and adjust the offer.
The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a true representation of the products and/or services offered. Obvious mistakes or errors in the offer do not bind the entrepreneur.
All images, specifications, and data in the offer are indicative and cannot lead to compensation or termination of the agreement.
Images for products are a true representation of the products offered. The Entrepreneur cannot guarantee that the displayed colors exactly match the real colors of the products.
Each offer contains such information that it is clear to the consumer what rights and obligations are attached to accepting the offer. This concerns in particular:
the price including taxes;
any costs of shipment;
the manner in which the agreement will be concluded and which actions are required for this;
whether or not the right of withdrawal applies;
the method of payment, delivery and implementation of the agreement;
the period for accepting the offer, or the period within which the entrepreneur guarantees the price;
the level of the rate for distance communication if the costs of using the distance communication technique are calculated on a basis other than the regular basic rate for the means of communication used;
whether the agreement is archived after its conclusion, and if so how the consumer can consult it;
the way in which the consumer, before concluding the agreement, can check the information provided by him in the context of the agreement and, if desired, restore it;
any other languages in which, in addition to Dutch, the agreement can be concluded;
the codes of conduct to which the entrepreneur is subject and the way in which the consumer can consult these codes of conduct electronically; and
the minimum duration of the distance agreement in the event of an extended transaction.
Optional: available sizes, colors, type of materials.
Article 20 - The agreement
The agreement is subject to the provisions of paragraph 4, concluded at the time the consumer accepts the offer and meets the corresponding conditions.
If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of the acceptance of the offer electronically. As long as the entrepreneur has not confirmed receipt of this acceptance, the consumer can terminate the agreement.
If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and he will ensure a safe web environment. If the consumer can pay electronically, the entrepreneur will take appropriate security measures.
The entrepreneur can - within the law - inform whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for a sound conclusion of the distance agreement. If on the basis of this investigation the entrepreneur has good reasons not to enter into the agreement, he is entitled to refuse an order or request or to attach special conditions to the implementation.
The entrepreneur will send the following information to the consumer with the product or service, in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable medium:
the visiting address of the establishment of the entrepreneur where the consumer can go with complaints;
the conditions under which and the way in which the consumer can exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
the information about guarantees and existing service after purchase;
the information included in article 4 paragraph 3 of these terms and conditions, unless the entrepreneur has already provided this information to the consumer prior to the execution of the agreement;
the requirements for canceling the agreement if the agreement has a duration of more than one year or is of indefinite duration.
In the case of an extended transaction, the provision in the previous paragraph applies only to the first delivery.
Every agreement is entered into under the conditions preceded of sufficient availability of the products concerned.