General terms and conditions
Article 1 - General
1. Luvion.com is an initiative, trade name and part of Luvion Premium Babyproducts.
2.Luvion.com is engaged in and takes orders regarding the supply of baby products and accessories and services in this area, all in the broadest sense.
3.Luvion.com is a trade name of Egerium BV. Egerium BV is engaged in orders and deliveries of the above-mentioned goods and services to both consumers and the business market.
Article 2 - Definitions
In these General Terms and Conditions (hereinafter referred to as: Terms and Conditions) the following terms shall have the following meanings: Customer: any natural person or legal entity who comes into contact with Luvion.com about the conclusion of an Agreement; Agreement: any agreement between Luvion.com and the Customer, any change or addition thereto, as well as all (legal) acts in preparation and implementation of that Agreement; Products: Visual solutions, cameras, baby articles, communication equipment, electronics, Accessories and related matters together Service: the services to be provided by or on behalf of Luvion.com, whether or not related to Products, including service and warranty, as specified in an Agreement; Order: every order from the Customer to Luvion.com. Notice: every possible notification from Luvion.com to the Client, including - but not limited to - brochures, advertisements, catalogues, quotations, order confirmations, price lists, invoices, EDI, E-mail, fax on request, bulletin board, faxes and letters. Force majeure: any circumstance independent of the will of Luvion.com, 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 can not reasonably be required of Luvion.com, regardless of whether that circumstance was foreseeable at the time of the conclusion of the Agreement. These circumstances include: strikes and lockouts, stagnation or other problems in the production by Luvion.com or its suppliers and / or its own or by third parties provided transport and / or measures of any government agency, telecommunications failures, and the absence of any government permit.
Article 3 - Applicability of these conditions
1. These Terms and Conditions form part of all Agreements and apply to all related (legal) acts of Luvion.com and the Customer.
2. The applicability of any general specific terms and conditions or stipulations of the Customer is expressly rejected by Luvion.com.
Article 4 - Offers, conclusion of the Agreement and statement and designations of Products
1. An offer or (price) quotation does not bind Luvion.com and is only an invitation to place an order, unless explicitly stated otherwise.
2. An Agreement is only concluded if and insofar as Luvion.com accepts an Order in writing or by Luvion.com execution of an Order is given.
3. All statements by Luvion.com of numbers, specifications, and / or other indications of the Products are made with care. Luvion.com can not guarantee that no deviations will occur.
4. Luvion.com reserves the right without giving reasons not to accept orders or orders or to accept only under the condition that the order is confirmed in advance by the Customer by registered letter and / or the shipment is cash on delivery or after prepayment.
Article 5 - Deviations and Supplements
Deviations from and additions to any provision in an Agreement and / or the Terms only apply if they are in writing by Luvion.com and only relate to the relevant Agreement.
Article 6 - Delivery terms
1. A delivery time specified by Luvion.com is based on the circumstances prevailing at the time of the offer for Luvion.com and, to the extent dependent on the performance of suppliers of Luvion.com, on the information provided to Luvion.com by those suppliers.
2. If Luvion.com for the implementation of the Agreement information or tools needed by the Customer to be provided, the delivery period will never commence before the day that all necessary information or tools are in the possession of Luvion.com.
3. Stated delivery times will never be considered as strict deadlines, unless explicitly agreed otherwise. In case of late delivery Luvion.com therefore by registered letter to be put in default, whereby a reasonable period of time is given to Luvion.com to still perform.
4. If the client refuses to purchase the goods or if he indicates that he no longer appreciates the agreed delivery, he will nevertheless be obliged to pay the agreed price and the resulting costs, damages and interest for Luvion.com to compensate.
5. If the delivery period is exceeded, the Customer is not entitled to any compensation in this matter.
6. Luvion.com has at all times the right to deliver in parts.
Article 7 - Delivery and Risk
1. Unless otherwise agreed in writing, Luvion.com determines the method of shipment.
2. The customer bears the risk of the goods from the moment at which the goods are offered for receipt at the specified address.
3. The customer is obliged to take receipt of the goods upon delivery. Failing this, the goods will be stored at the expense and risk of the customer. Luvion.com will inform the Customer as soon as possible of the time and place of storage and the Customer will take possession of the Products as soon as possible, but at the latest within 10 working days after notification.
4. If the Customer does not or not timely take the Products, he will be in default without any notice of default. Luvion.com is in that case entitled to store the Products at the expense and risk of the Customer or to sell to a third party. The customer remains liable for the purchase sum, increased with the interest and costs including cancellation costs due, however, in a particular case reduced by the proceeds of the sale to that third party.
Article 8 - Return guarantee
Customer - exclusively in the capacity of consumer - has the right to return the delivered Products to Luvion.com without giving any reason within 7 days after receipt. Luvion.com will then refund the Customer the (purchase) sum received minus the costs of the return, under the following conditions:
1. Products are not purchased for professional/business use;
2. The products in question must be described in the relevant Message as items to which the return guarantee applies;
3. Software of which the seal of the packaging has been broken will not be taken back.
4. No changes may have been made to or on the delivered goods and the delivered goods must be in undamaged condition; all Documentation, warranty certificates and packaging materials sent along with the goods must be attached to the return shipment;
5. The return shipment must be in the possession of Luvion.com at the latest on the 8th day after receipt of the delivered goods by the Customer;
6. The costs of postage of the return shipment are for the Customer;
7. All copies or adaptations or translations of the delivered goods made for the Customer's own use or otherwise - including floppy disks, electronic material, manuals and Documentation - must be enclosed with the return shipment or destroyed or erased at the time of shipment;
8. This return is otherwise regarded as a resolutive condition.
Article 9 - Default/Dissolution
1. If the Customer does not properly or timely comply with any obligation that may arise for him from any Agreement, the Customer is without notice of default and Luvion.com is entitled: the implementation of that Agreement and directly related Agreements to suspend until payment is sufficiently secured, and / or that Agreement and directly related Agreements in whole or in part to dissolve.
2. In case of (application for) (provisional) suspension of payment, (petition for) bankruptcy, shutdown or dissolution of the Customer's business, all Agreements with the Customer are legally dissolved, unless Luvion.com Customer within a reasonable time notice of compliance with (part of) the relevant Agreement (s) to require. In the latter case, Luvion.com entitled to suspend the implementation of the Agreement until compliance by the Customer is sufficiently secured.
3. The provisions of Articles 9.1 and 9.2 do not affect the other rights of Luvion.com under the law and the Agreement.
4. If an event occurs as referred to in (I) 9.1 or (II) 9.2 are respectively (I) all claims of Luvion.com on the Customer under the relevant Agreement (s) and (II) all claims of Luvion.com on the Customer immediately and in full claimable and Luvion.com is entitled to take back the delivered Products. In connection therewith, Luvion.com and its authorized representative(s) will be entitled to enter the premises and buildings of the Customer in order to take possession of the Products. The customer is obliged to take the necessary measures to enable Luvion.com to enforce its rights. All costs of retrieval are for the Customer.
Article 10 – Guarantees
1. If Luvion.com delivers Products to the Customer, which Luvion.com has obtained from its suppliers, or uses third parties for the Service, Luvion.com is never bound to a more extensive warranty towards the Customer than Luvion.com can claim from its supplier.
2. Complaints due to externally visible defects must be submitted in writing in accordance with the contract conditions, but no later than 8 days after receipt of the goods by the Customer. Complaints received by Luvion.com after the expiry of this period need not be handled by Luvion.com.
3. Accessories that are subject to normal wear and tear are not covered by the given warranties.
4. The costs for the delivery/shipping/shipping of goods, for the replacement/repair of goods, purchased by the customer, are entirely for the customer.
5. During the warranty period, the supplier of Luvion.com can give warranty or Luvion.com can - at its choice - fulfill and implement the warranty of the supplier towards the Customer.
Article 11 - Possible software of a supplier of Luvion.com
If a supplier of Luvion.com grants the right to use Software only in accordance with the provisions of his use or license agreements or if maintenance is carried out in accordance with the provisions of the maintenance agreement of a supplier of Luvion.com, the provisions of that agreement will apply to the exclusion of the provisions of these Terms and Conditions. Luvion.com will inform the Customer at his request about the applicable provisions and is not liable for defects in this Software.
Article 12 - Retention of title
1. All Products remain the property of Luvion.com, notwithstanding the actual delivery, until all amounts owed by the Customer under any Agreement to Luvion.com is or will be paid in full. Rights are always granted or, as the case may be, transferred to the Customer under the condition that the Customer timely and fully pays agreed fees.
2. Before the ownership of the Products is transferred to the Customer, the Customer is not entitled to rent out or give into use, to pledge or otherwise encumber the Products. The Customer is only entitled to sell or deliver the Products, of which Luvion.com is the owner, to third parties, insofar as this is necessary in the context of the Customer's normal business operations.
3. If and as long as Luvion.com is the owner of the Products, the Purchaser will immediately inform Luvion.com when the Products are seized (or threatened to be seized) or any other claim is made on (any part of) the Products. In addition, the Customer will inform Luvion.com on first the request where the Products are located.
4. In the event of seizure, (provisional) suspension of payment or bankruptcy, the Customer will immediately point out the (ownership) rights of Luvion.com to the attaching bailiff, the administrator or the receiver. The Customer guarantees that an attachment on the Products will be lifted immediately.
Article 13 - Intellectual Property Rights
1. The copyright as well as all other intellectual property rights on all Navigation and Communication equipment, Electronics, Accessories, Documentation or other materials (such as: analyses, functional designs, reports, quotations, etc.) delivered by Luvion.com to the Customer or made available in any way whatsoever, belong exclusively to Luvion.com or its suppliers, and the Customer acquires the rights of use that are expressly granted in these Terms and Conditions, unless otherwise expressly agreed in a written document signed by Luvion.com and the Customer.
2. The Customer is aware that the Products and/or other materials as referred to in paragraph 1 of this article may contain confidential information and trade secrets of Luvion.com or its suppliers and the Customer undertakes to keep these Products and/or other materials secret and not to disclose or give them in use to any third party.
3. The Customer is not permitted to remove, change or modify any trademark marks or any indication concerning copyrights, trademarks, etc. on the Products or on the packaging thereof, including any indication concerning the confidential nature and secrecy of any software, or to modify or imitate the Products in any part thereof.
4. Luvion.com is permitted to take technical measures to protect any software.
5. Luvion.com declares that to the best of its knowledge the Products do not infringe any intellectual property rights of third parties in the Netherlands. In the event of a claim by third parties in respect of infringement of such rights, Luvion.com may, if necessary, replace or modify the relevant Product, or terminate the Agreement in whole or in part. Customer has the right to terminate the Agreement only to the extent that maintenance of the Agreement can not reasonably be required of him.
6. Customer will immediately notify Luvion.com of any claim by third parties in respect of an infringement of intellectual property rights relating to the Products in the event of such a claim, only Luvion.com is authorized - also on behalf of the Customer - to defend against that third party or to take legal measures against that third party, or to reach an amicable settlement with that third party. The Customer shall refrain from such measures, insofar as this can reasonably be required of him. In all cases the Customer will cooperate with Luvion.com.
Article 14 - Prices
1. Unless explicitly stated otherwise, all prices mentioned in Notices, such as catalogues, price lists and / or quotations of Luvion.com, expressed in Euros, and including sales tax. Unless expressly stated otherwise, the Customer shall bear the costs of packaging and shipping as stated in the relevant Message, as well as all other levies or taxes imposed or levied in respect of the Products and their transport.
2. Prices are based on the circumstances prevailing at the time of the conclusion of the Agreement for Luvion.com, including exchange rates, freight rates and dealer prices. If these circumstances change after the conclusion of the Agreement but before delivery, Luvion.com has the right to charge the resulting costs to the Customer.
3. Discounts are deemed to be granted once only. Previously granted discounts bind Luvion.com in no way for a later agreement.
Article 15 - Payment
1. The customer will pay to Luvion.com the amounts charged to him, effectively in the currency stated on the invoice, within the period stated on the relevant invoice to Luvion.com. All payments will be made to a giro or bank account designated by Luvion.com. In case at delivery is paid, this will be done in cash or by means of PIN payment.
2. All amounts charged to Luvion.com must be paid without discount or deduction. Customer is not authorized to set off. Customer has no further right to any payment obligation to Luvion.com to suspend.
3. If at any time Luvion.com has reasonable doubt about the creditworthiness of the Customer, Luvion.com has the right, prior to (further) performance, to require the Customer to pay in advance or that the Customer provides adequate security, equal to the amounts that Luvion.com, whether or not due and payable, has or will have to claim from the Customer under the Agreement, at the discretion of Luvion.com.
4. With the mere expiry of a payment term, the Customer is in default. In that case, all claims, for whatever reason of Luvion.com on the Customer immediately due and payable.
5. Customer is without further notice of default on all amounts that are not paid on the last day of the term of payment at the latest, from that day a delay interest at the statutory rate plus 2%.
If the Customer is in default towards Luvion.com, he is obliged to Luvion.com the extrajudicial and judicial costs to obtain payment in full to reimburse. The extrajudicial costs to be reimbursed by the Customer amount to at least 15% of the unpaid amount, with a minimum of € 100, to be increased with the turnover tax owed. If Luvion.com, after the Customer is in default, sends payment reminders or other requests for payment to the Customer, this does not affect previous provisions in this article.
Article 16 - Liability and Indemnification
1. Luvion.com is not liable for damage to the Products other than in accordance with the given warranties in this matter.
2. Luvion.com is not liable, neither under the law, nor under Agreement, for so-called consequential damages that the Customer or a third party in respect of (in the use of) the Products may suffer.
This includes loss of profit, loss of business, loss of data and immaterial damage.
3. Without prejudice to the provisions of paragraph 1 and paragraph 2 of this article, the contractual and legal liability of Luvion.com at all times limited to 50% (fifty) of the amounts invoiced and billable by Luvion.com under an Agreement to the Customer (including sales tax), per Product or Service for which the liability has arisen. If and insofar as the Agreement is a continuing performance agreement, the contractual and legal liability of Luvion.com in no case exceed the price (including sales tax) stipulated in the relevant Agreement for the performance of Luvion.com in the period of 3 months prior to the event in respect of which that liability arose.
Unless the damage is caused by gross negligence or intent of Luvion.com (or its executive staff), the Customer will indemnify Luvion.com against all claims of third parties, directly or indirectly related to (the use of) the Products or Services and will compensate Luvion.com for all damages suffered by Luvion.com as a result of such claims.
Article 17 - Force majeure
1. If Luvion.com by Force Majeure can not meet its obligations to the Customer, the fulfillment of those obligations is suspended for the duration of the force majeure situation.
2. If the Force Majeure lasts 1 month, both parties have the right to terminate the Agreement in writing in whole or in part, insofar as the force majeure situation justifies it.
3. In case of Force Majeure, the Customer is not entitled to any (damage) compensation, even if Luvion.com as a result of the force majeure may have any advantage.
4. Luvion.com will inform the Customer as soon as possible of a (threatening) Force Majeure.
Article 18 - Obligations of the Customer
1. The customer will provide Luvion.com with all information necessary for the execution of the work of Luvion.com in a timely manner and is responsible for the accuracy and completeness.
2. The Customer will ensure the use of the Products in accordance with the specifications and for the correct application in his organisation of the Navigation and Communication equipment, Electronics, accessories and the services to be provided by Luvion.com, as well as for the administration and calculation methods to be applied and for the security of data.
3. If it has been agreed that the Customer will provide Navigation and Communication Equipment, Electronics or Accessories, these will meet the necessary specifications for the execution of the work.
4. If for the execution of the Agreement necessary information is not available to Luvion.com, not timely or not in accordance with the agreements or if the Customer otherwise fails to meet its obligations, Luvion.com has the right to charge additional costs according to the usual rates of Luvion.com.
Article 19 - Transfer of rights and obligations
1. It is Luvion.com permitted in any Agreement with the Customer described rights and obligations to third parties to transfer. In case obligations of Luvion.com are transferred, Luvion.com will inform the Customer as far as possible in advance and the Customer has the right to dissolve the Agreement with regard to the future from the date on which the transfer will take place. Luvion.com is in that case not liable for any compensation in this matter.
2. Customer is not entitled to his rights and / or obligations under an Agreement to any third party to transfer, without the prior written permission of Luvion.com.
Article 20 - Applicable law, competent court
1. All disputes relating to these Terms and Conditions, as well as any Agreement, are exclusively governed by Dutch law.
2. All disputes shall, unless otherwise required by law, be submitted exclusively to the competent court in Rotterdam.