General terms and conditions

General terms and conditions Power Caps

Article 1. Definitions

In these general terms and conditions, the following definitions shall apply:

1.1 General terms and conditions: the whole of the provisions as set out below.

1.2 Power Caps: the umbrella trade name Raja Trading B.V., under which Power Caps carries out work, registered in the Trade Register of the Chamber of Commerce under file number 91143209.

1.3 The customer: the natural person or legal entity who enters or wishes to enter into an agreement with Power Caps.

1.4 Agreement: any agreement, as well as (legal) acts in preparation and in execution thereof, with the aim of having Power Caps deliver products on behalf of or for the benefit of the customer. Products are understood to include research chemicals. The supplied products are delivered for research purposes and are not intended for personal consumption.

1.5 Parties: Power Caps and the customer together.

1.6 Written: any communication in writing, including communication by e-mail and digital messaging, provided that the identity of the sender and the authenticity of the communication are sufficiently established.

1.7 Website: www.powercaps.nl

Article 2. Applicability of general terms and conditions
2.1 These general conditions apply to any offer made by Power Caps and to any agreement concluded between Power Caps and the customer.

2.2 These general terms and conditions cannot in principle be deviated from, unless the parties expressly agree otherwise in writing.

2.3 In case specific product or service terms and conditions apply in addition to these general terms and conditions, in case of conflicting general terms and conditions, the customer may always rely on the applicable provision that is most favourable to him.
2.4 Any general (purchase or delivery) terms and conditions of the customer and/or third parties are expressly rejected.
2.5 If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place 'in the spirit' of these provisions.
2.6 If a situation arises between the parties that is not regulated in these general terms and conditions, this situation should be assessed 'in the spirit' of these general terms and conditions.
2.7 The most recent version of Power Caps' general terms and conditions shall apply. Power Caps may at any time unilaterally amend and supplement these general conditions without prior notice and statement of reasons. Amendments will also apply with regard to already concluded agreements. Amendments shall bind the customer after they have been declared applicable in writing with the sending of the conditions. The business customer, acting in the capacity of profession or company, is obliged to accept the amendments. The customer is obliged to impose this binding also on third parties/cooperations.
2.8 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void, declared void or annulled, the other provisions of these general terms and conditions shall remain fully applicable. Parties will consult to agree on a new provision to replace the void or voided provision. The purpose and purport of the original provision will be taken into account as much as possible.

2.9 Should Power Caps on its own initiative deviate from these general conditions in favour of the customer, no rights may ever be derived by the customer.

Article 3. Offer

3.1 If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer.

3.2 Power Caps' offer is non-binding. Power Caps is entitled to modify and adapt the offer.

3.3 The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to allow a proper assessment of the offer by the customer.

3.4 All images, sizes, etc. of the products provided by Power Caps in the context of the offer are indications and only aim to give a general idea of the products offered. Deviations in specifications mentioned in the offer, may not lead to compensation or dissolution of the agreement.
3.5 Power Caps cannot be held to its offer if the customer understands or could reasonably understand that the offer, or any part thereof, contains an obvious mistake, slip of the pen, printing, typesetting or typing error.
3.6 Offers do not automatically apply to repeat orders.

Article 4. Conclusion of the agreement
4.1 The agreement is established at the moment the customer accepts Power Caps' offer and fulfils the conditions set out with that offer. The customer can place his/her order through Power Caps' website. The agreement is then concluded by placing an order. The products are for the Dutch market and may not be transported or shipped abroad.

4.2 Power Caps shall immediately confirm receipt of the acceptance of the offer. Until Power Caps has sent this confirmation, the customer may dissolve the agreement.

4.3 In exception to the first paragraph, the agreement is only concluded after Power Caps has been informed, within the legal frameworks, whether the customer can fulfil his payment obligation and of other facts and factors which are of importance to responsibly enter into an agreement. If there are sufficient grounds for refusal, Power Caps is entitled not to enter into the agreement, at least to dissolve it or to attach special conditions to the agreement.

4.4 Power Caps does not enter into agreements with minors. The customer must be 18 years of age or older.

4.5 The products offered by Power Caps are intended exclusively for research purposes and not for personal consumption. Power Caps is not responsible or liable for the consequences of incorrect use of the supplied products by the customer.

 Article 5. Prices

5.1 All prices applied by Power Caps are in euros, including VAT and excluding other costs, such as levies, travel, packaging, delivery and postage costs and third-party costs, unless otherwise stated or agreed.

5.2 All prices are subject to printing, typesetting or typing errors. No liability shall be accepted for the consequences of printing, typesetting or typing errors and Power Caps shall not be obliged to deliver the product according to the incorrect price. This also applies in case of orders consisting of multiple parts or packages.

5.3 Power Caps reserves the right to adjust its prices in the interim. Power Caps will not increase the prices of the products offered or ordered during the agreement with the customer, except for price increases as a result of a statutory regulation or legal provision.

5.4 Notwithstanding the previous paragraph, Power Caps may offer products whose prices are linked to fluctuations in the financial market and the raw materials/ingredients market, over which Power Caps has no influence, with variable prices.

Article 6. Payment and collection
6.1 For payment, the customer may only use the payment methods offered by Power Caps.
6.2 Power Caps reserves the right at all times to require (full) prepayment or any other security for payment from the customer.
6.3 Objections to the invoice do not suspend the customer's payment obligation.
6.4 Subject to mandatory provisions, payment shall be made without deduction, set-off or suspension on any account whatsoever.
6.5 In case of late or incomplete payment, Power Caps reserves the right to suspend the execution of the agreement with immediate effect or to dissolve it by written declaration.  

6.6 In case of untimely or incomplete payment, the customer will first receive a written notice of default, offering an additional period of 14 days from the day of receipt of this notice of default to still fulfil the payment obligation, before being in default.

6.7 If no payment follows the written notice of default referred to in the previous paragraph, the customer shall be in default. The extrajudicial collection costs over the principal sum shall be calculated in accordance with the Extrajudicial Collection Costs Decree.

• 15% on the first €2,500, with a minimum of €40
• 10% over the next €2,500
• 5% over the next €5,000
• 1% over the next €190,000
• 0.5% on the excess, up to a maximum of €6,775

6.8 Payments made by the customer shall first be deducted by Power Caps from all interest and costs due and then from the due invoices/orders that have been outstanding the longest.
6.9 In the event of a jointly placed order, the customers, insofar as the orders or products are delivered on behalf of the joint customers, are jointly and severally liable for payment of the invoice amount, irrespective of the name on the invoice.

Article 7. Inability to pay

7.1 Power Caps is entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when the customer:

• is declared bankrupt or files for bankruptcy;
• applies for (provisional) suspension of payments;
• affected by foreclosure;
• is placed under guardianship or administration;
• otherwise loses the power of disposal or legal capacity with regard to all or part of his assets.

Article 8. Conformity and warranty
8.1 Power Caps guarantees that the products comply with the agreement, with the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and with the existing statutory provisions and/or government regulations and prevailing standards on the date of the conclusion of the agreement, as far as may reasonably be expected of Power Caps. Power Caps takes due care with regard to the quality of the product, but cannot 100% guarantee the quality of the product in all cases. It is the customer's own responsibility to test the quality and/or usability of the product, including legally prescribed tests and audits.
8.2 Guarantees never extend beyond what is explicitly agreed or provided by Power Caps' supplier and/or manufacturer.
8.3 Any defects or wrongly delivered products should be reported to Power Caps in writing the same day or the day after (weekends included). If this is later, Power Caps is exempt from any refund. Products should be returned in the original packaging (unopened and sealed) and in original condition. In case of return, Power Caps will refund the purchase price of the product, including the shipping costs paid to the customer.
8.4 If a product is recalled by a supplier and/or manufacturer, Power Caps shall notify the customer as soon as possible. In this case, Power Caps will refund the purchase price of the product, including the paid shipping costs to the customer.
8.5 Power Caps is not responsible or liable for the final suitability of the products for each individual application by the customer, nor for any advice regarding the use or application of the products. The products are intended for research purposes and not for personal consumption.

Article 9. Delivery
9.1 Power Caps will take the utmost care when carrying out orders for products.
9.2 The place of delivery shall be the address that the customer has made known to Power Caps.
9.3 Subject to what is stated in the fifth paragraph of this article, Power Caps will carry out accepted orders with diligent speed. Orders ordered before 5 pm are dispatched the same day. If the delivery is delayed or if an order cannot or can only be partially carried out, the customer shall be informed within 3 working days after the order was placed.
9.4 If the order cannot or can only partially be executed and there is no case of force majeure as referred to in Article 12 of these general terms and conditions, the customer has the right to dissolve the agreement without costs. The customer is not entitled to any compensation.
9.5 All delivery periods are indicative and are never to be regarded as deadlines. The customer cannot derive any rights from any terms mentioned. Exceeding a term does not entitle the customer to damages and is no ground for dissolution of the agreement.
9.6 In case of dissolution in accordance with the fourth paragraph of this article, Power Caps will refund the purchase price and any shipping costs paid by the customer as soon as possible, but no later than 14 days after dissolution.
9.7 If delivery of an ordered product proves impossible, Power Caps will make every effort to provide a replacement product if required.
9.8 The risk of damage and/or loss of products rests with Power Caps until the time of delivery to the customer or a third party designated in advance and made known to Power Caps, subject to the provisions of these general terms and conditions.

Article 10. Retention of title
10.1 All products delivered by Power Caps remain the property of Power Caps until such time as the customer has fully fulfilled all his payment obligations towards Power Caps under any product delivery agreement concluded with Power Caps, including claims for failure to fulfil such an agreement.

Article 11. Suspension and dissolution

11.1 Power Caps has the right to suspend the fulfilment of its obligations, until such time as all due claims on the customer have been paid in full, if (1) the customer fails to fulfil the obligations under the agreement or fails to fulfil them in full, or (2) if Power Caps has taken cognisance of circumstances that give it good reason to fear that the customer would not be able to (properly) fulfil his obligations or (3) if the customer has been requested at the time of concluding the agreement to provide security for the fulfilment of his obligations under the agreement and such security remains outstanding.

11.2 Power Caps is also authorised to rescind the agreement (or have it rescinded) in the situations mentioned in the first paragraph of this article, or if other circumstances arise which are of such a nature that fulfilment of the agreement is impossible or can no longer be required by the standards of reasonableness and fairness.

11.3 Dissolution shall take place by written notice and without judicial intervention.

11.4 If the agreement is dissolved, Power Caps' claims on the customer are immediately due and payable.

11.5 Power Caps reserves the right to claim damages and is not liable for any damages or costs incurred by the customer or third parties.

 

Article 12. Force majeure
12.1 Should the fulfilment of the agreement become impossible due to a cause that cannot be attributed to Power Caps or as a result of which fulfilment of its obligations cannot reasonably be demanded of Power Caps, including but not limited to illness of itself, employees or third parties called in, breakdowns of the computer network or other technical shortcomings of third parties engaged, such as Power Caps' suppliers, late or incomplete delivery by postal and delivery services, government measures and other stagnation in the normal course of business within his company, Power Caps is entitled to suspend the implementation of the agreement.
12.2 In these general conditions, force majeure shall be understood to mean: a circumstance which cannot be attributed to the fault of Power Caps and which cannot be at the expense of Power Caps by virtue of the law, legal action or generally accepted views. In addition to this interpretation of force majeure under the law and jurisprudence, force majeure shall also include: all external causes, foreseen or unforeseen, over which Power Caps cannot exercise any influence, but which prevent Power Caps from fulfilling its obligations.
12.3 In case of force majeure, Power Caps will make reasonable efforts to provide an alternative solution if required.
12.4 If the force majeure situation occurs when Power Caps' obligations have been partially fulfilled, Power Caps is entitled to invoice the part already fulfilled. The customer is obliged to pay this invoice as if it were a separate agreement.
12.5 From the moment that the force majeure situation has lasted for at least 30 days or is of a permanent nature, both parties may (partially) dissolve the agreement by means of a written notification, without judicial intervention, without the parties being entitled to any damages.

Article 13. Intellectual property rights
13.1 Power Caps reserves all rights with regard to products of the mind which it develops, uses or has used in the context of the execution of the agreement with the customer, insofar as rights in a legal sense may exist or be established on those products.
13.2 The content of Power Caps' website including but not limited to: the texts, images, design, publications, brands and domain names, are the property of Power Caps or its licensors and are protected by intellectual property rights, including copyright. Users of the website are expressly prohibited from reproducing, processing, exploiting or otherwise making public (any part of) the website, information on the website or other material displayed on the website without the prior consent of Power Caps.
13.3 All copyrights and intellectual property on the intellectual products developed by Power Caps are and shall remain the exclusive property of Power Caps, regardless of whether they have been made available to the customer or to third parties.
13.4 The customer may never modify, reproduce, disclose or exploit the intellectual property rights licensed by Power Caps.
13.5 After the end of the agreement, neither the customer nor Power Caps shall have any retention obligation towards each other in relation to the information and data used, subject to the retention obligation imposed by law.
13.6 If the provisions of this article are violated, the customer is obliged to fully compensate all damage suffered by Power Caps and third parties.

Article 14. Liability and indemnity
14.1 If the customer demonstrates that he has suffered damage due to an attributable shortcoming by Power Caps, resulting from or related to the implementation of the agreement, Power Caps' liability for direct damage only, shall be limited to a maximum of the amount to which, in the case in question, there is entitlement under the liability insurance concluded by Power Caps, increased by Power Caps' own risk under that insurance. The products meet the legally set standards (a.o. ISO) by conducting audits.
14.2 If, for whatever reason, no payment is made under the liability insurance referred to in the first paragraph of this article, any liability shall be limited to a maximum of the (part of the) invoice amount to which the liability relates.
14.3 Power Caps shall only be liable for direct damage. Direct damage shall mean exclusively:

• the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
• any reasonable costs incurred to make Power Caps' defective performance conform to the agreement, insofar as they can be attributed to Power Caps;
• reasonable costs incurred to prevent or limit the damage, insofar as the customer demonstrates that these costs led to limitation of direct damage as referred to in this article.

14.4 Power Caps' liability for indirect damage, including consequential damage, lost profit, missed savings, mutilated or lost data or materials, immaterial damage, personal injury or damage due to business interruption, is excluded.

14.5 Power Caps shall never be liable for damage, of any kind, arising from

• failure by the customer to comply with the obligations set out in these general terms and conditions;
• submission of incorrect and/or incomplete data provided by or on behalf of the customer;
• use of the products for purposes other than those for which they are intended;
• damaging or breaking the seal or packaging of an order or package during shipment by postal and delivery services;
• provision of incorrect product information by the supplier or other third parties;
• the customer's failure to follow advice and/or instructions from Power Caps, or following them incorrectly;
• late or incomplete delivery by postal and delivery services;
• (damage) due to careless use of the products by the customer;
• errors and/or faults in used equipment or software and/or (technical) failures on Power Caps' website;
• physical complaints, health complaints, psychological complaints or allergic reactions of the customer caused by (intake of) a product;
• violation of intellectual property rights and/or privacy rights, by third parties having unauthorised access to the information and/or data of Power Caps and/or the customer;
• infringement of intellectual property rights due to the customer infringing third-party intellectual property rights;
• errors and/or shortcomings by engaged third parties.

14.6 Any liability of Power Caps shall expire by the mere lapse of one year from the time the agreement has been terminated by completion, cancellation or dissolution.
14.7 Power Caps shall never be liable for any form of damage suffered by third parties. The customer shall indemnify and hold Power Caps harmless in respect of all third-party claims on account of or as a result of the execution of the agreement.
14.8 Power Caps shall at all times have the right, if and to the extent possible, to undo or limit the customer's damage by supplying a new product.
14.9 The provisions of this article apply barring intent or gross negligence on the part of Power Caps and its executives, and if mandatory provisions dictate otherwise. A fault in a product or an allergic reaction of a customer does not fall under gross intent or negligence by Power Caps. This is also not the case if the product was produced between two test periods and or was in a badge on which a successful sample was taken.

 

Article 15. Confidentiality of data

15.1 When parties take cognisance of data of the other party of which they know or could reasonably know that they are of a confidential nature, they shall in no way disclose these data to third parties. An exception to this applies if laws and regulations require disclosure, if this is necessary for the proper execution of the agreement or if Power Caps acts on its own behalf in disciplinary, civil or criminal proceedings, in which these documents may be of interest.
15.2 The party receiving confidential data shall use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it is designated as such by one of the parties.

15.3 The data provided by the customer to Power Caps will be kept carefully at all times by Power Caps in accordance with the General Data Protection Regulation.

Article 16. Complaints procedure
16.1 Complaints relating to the execution of the agreement or products delivered shall be made known to Power Caps in writing within 7 days of execution or within 7 days of discovery of the defect, if the customer demonstrates that he could not reasonably have discovered the defect earlier.
16.2 Complaints do not suspend the customer's payment obligation.
16.3 The notice of default regarding Power Caps' shortcoming should be described in as much detail as possible. After said period, complaints will no longer be considered. All consequences of not immediately reporting are at the customer's risk. 
16.4 Power Caps should be given the opportunity to investigate the complaint and has the right to improve the performance of the agreement at any time. In the event of a justified complaint, Power Caps will consult with the customer to reach an appropriate solution.
16.5 The customer is never entitled to a full refund of the agreed or paid amount. Any price reduction is at all times at Power Caps' discretion.  
16.6 The provisions contained in this article apply insofar as mandatory provisions do not oppose them. 

Article 17. Applicable law and competent court
17.1 All legal relations between Power Caps and the customer, as well as any disputes arising from them, shall be governed exclusively by Dutch law.
17.2 The applicability of the Vienna Sales Convention or other applicable International laws and regulations is expressly excluded.
17.3 The Dutch court in the district where Power Caps is established has exclusive jurisdiction to take cognisance of any disputes between the parties, subject to mandatory provisions of law.