General Terms and Conditions of the private limited company Zest, trading as Pin Point Parents

Pin Point Parents operates the webshops www.verloskundigenloket.nl, www.kraamzorgloket.nl, www.verloskundeshop.nl, www.guichetsagesfemmes.fr, MijnKraamShop.nl, and www.vroedvrouwenloket.be (www.guichet-sages-femmes.be). The company is located at Velperweg 80, 6824 HL in Arnhem.

Applicable Terms

  1. a) For the purposes of these Terms and Conditions, “PPP” refers to verloskundigenloket.nl, www.kraamzorgloket.nl, www.verloskundeshop.nl, www.vroedvrouwenloket.be (www.guichet-sages-femmes.be), www.guichetsagesfemmes.fr, and www.mijnkraamshop.nl.
  2. b) These general terms and conditions expressly apply to all offers, agreements for the supply of goods and the provision of services, including the installation or commissioning of delivered goods, and the execution thereof. Deviations must be expressly agreed upon in writing.
  3. c) The term “client” in these terms and conditions refers to any individual or legal entity that is a customer of one of the aforementioned websites.
  4. d) The client’s own general terms and conditions remain applicable as long as they are not in conflict with these terms and conditions. In the latter case, the terms and conditions of PPP shall always take precedence, even if precedence is otherwise stipulated.

Prices

  1. a) All prices mentioned by PPP are excluding VAT and any shipping costs, except for MijnKraamShop.nl.
  2. b) In the event of an increase in one or more cost factors, PPP is entitled to adjust the price accordingly, provided that this applies only to future transactions.

Delivery and Acceptance

  1. The customer has the right to cancel the order within the legal period of 30 days.
  2. The delivery period commences on the day of order placement or on the day when an agreed-upon down payment has been fully received, and the relevant information provided by the client for the execution of the agreement has been received.
  3. If a specific period has been agreed upon for the execution of certain activities or the delivery of specific goods, it shall not be considered a strict deadline. In case of exceeding a deadline, the client must inform PPP in writing. PPP must be given a reasonable period to fulfill the agreement.
  4. PPP is authorized to make partial deliveries.
  5. The delivery period and additional period shall not be considered exceeded in case of defective delivery, provided that the client has not raised valid objections regarding the delivered goods or services within fourteen calendar days after delivery.
  6. The client is obligated to accept the delivery. A deficiency, such as the non-availability or partial availability of promised documentation, which does not significantly impede the use of the delivered goods or services, does not entitle the client to claim exceeding the deadline, nor refusal of acceptance or payment. This does not affect the client’s right to prompt rectification of the deficiency.
  7. If the client cancels an order, whether in full or partially, PPP shall invoice the client for the work carried out, any ordered or prepared items, including associated shipping and delivery costs, and the reserved working time for the execution of the agreement, in full. This is without prejudice to PPP’s right to claim full compensation, including lost profit.

Payments

  1. a) Payments must be made directly (via electronic banking). Payment by invoice is only possible with PPP’s approval, and payment must be made within fourteen calendar days from the invoice date.
  2. b) In case PPP is unable to deliver certain products to the client after payment, PPP shall refund the overpaid amount from the order within fourteen days to the client’s account.
  3. c) If PPP has reason to doubt the client’s ability to fulfill payment obligations, such as in cases of suspension of payment, bankruptcy or a bankruptcy application, attachment, suspension, or liquidation of the company, previous non-timely payments, etc., PPP may request full and immediate payment in advance or upon delivery.
  4. d) The costs associated with the payment are borne by the client.
  5. e) If the client fails to make timely payment of an invoice, the client is automatically in default. In this case, the client shall be liable to pay a default interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest shall be due. The interest on the due amount shall be calculated from the moment the client defaults until full payment of the outstanding amount is made. Unpaid interest also incurs interest after one year.
  6. f) If the client is in default or fails to fulfill its obligations on time, all reasonable costs incurred to obtain payment out of court shall be borne by the client. The extrajudicial costs amount to at least 15% of the amount owed by the client, including the aforementioned interest, with a minimum of €250.
  7. g) PPP has the right to allocate the client’s payments in the first place towards costs, then towards due interest, and finally towards the principal sum and the outstanding interest. PPP may refuse an offer of payment without default if the client designates a different order of allocation of payment. PPP may refuse complete repayment of the principal sum if the outstanding and current interest and collection costs are not settled simultaneously.
  8. h) The client is not entitled to set off the amounts owed to PPP. Objections to the amount of an invoice do not suspend the payment obligation. A client who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247 Book 6 BW) is likewise not entitled to suspend payment of an invoice for any other reason.

Transfer of Risk and Ownership

  1. a) The risk for delivered goods passes permanently to the client at the time of arrival at the agreed place of delivery.
  2. b) The ownership of delivered goods remains with PPP until the client has fulfilled the counterperformance for goods delivered or to be delivered to the client by PPP pursuant to the agreement or for services provided or to be provided to the client by PPP pursuant to the agreement, as well as for claims due to default in the performance of such agreements.
  3. c) The client must take all necessary measures to secure the ownership rights of PPP. If third parties seize the delivered goods subject to retention of title or seek to establish or assert rights thereon, the client must immediately notify PPP. Furthermore, the client must insure and keep insured the delivered goods subject to retention of title against fire, explosion, and water damage, as well as theft, and provide PPP with the policy of this insurance for inspection upon request. In case of an insurance payout, PPP is entitled to these amounts.
  4. d) To the extent necessary, the client agrees in advance to provide its cooperation in all matters that may be necessary or desirable in that context.
  5. e) In the event that PPP wishes to exercise its ownership rights as described in this article, the client hereby unconditionally and irrevocably grants PPP and PPP-designated third parties permission to enter any location where PPP’s properties are located and repossess them.

Non-Attributable Failure to Perform

  1. a) PPP is not obliged to fulfill any obligation towards the client if it is hindered by circumstances beyond its control and which are not attributable to PPP and are not at PPP’s expense under the law, a legal act, or prevailing views in the industry.
  2. b) “Force majeure” in these general terms and conditions means, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, over which PPP cannot exercise control, but which prevent PPP from fulfilling its obligations. This includes strikes at PPP’s company or third parties involved. PPP also has the right to invoke force majeure if the circumstance that prevents the (further) fulfillment of the agreement occurs after PPP should have fulfilled its obligation.
  3. c) PPP may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement without any obligation to pay damages to the other party.
  4. d) If PPP has already partially fulfilled its obligations under the agreement at the time of the force majeure event or can fulfill them, and this fulfillment has an independent value, PPP is entitled to invoice the client for the already fulfilled or to be fulfilled part of the agreement. The client is obliged to pay this invoice as if it were a separate agreement.

Deficiencies in Goods and Services

  1. a) The client is obliged to examine the delivered goods immediately upon their availability or upon completion of the respective services. The client must verify whether the quality and/or quantity of the delivered goods correspond to the agreed-upon conditions and meet the requirements agreed upon by the parties. Any visible defects must be reported to PPP in writing within seven days of delivery. Any non-visible defects must be reported to PPP in writing immediately, but in any case, no later than fourteen days after their discovery.

The notification must contain a detailed description of the defect so that PPP can respond adequately. The client must give PPP the opportunity to investigate the complaint.

  1. b) If the client makes a complaint in a timely manner, it does not suspend the client’s payment obligation. The client remains obliged to accept and pay for other ordered goods and the goods and services for which PPP has been instructed.
  2. c) If a complaint is made later, the client is not entitled to repair, replacement, or compensation.
  3. d) If it is established that an item is defective, and a timely complaint has been made, PPP will replace the defective item within a reasonable period after its return or, if return is not reasonably possible, provide the client with a written notice regarding the defect. Alternatively, PPP may choose to compensate the client for the defective item. If replacement is chosen, the client must return the replaced item to PPP and transfer ownership of it to PPP, unless otherwise indicated by PPP.
  4. e) If it becomes clear that a complaint is unfounded, all costs incurred as a result, including investigation costs, will be borne by the client.
  5. f) Contrary to the statutory limitation periods, the limitation period for all claims and defenses against PPP and third parties involved by PPP in the execution of an agreement is one year.
  6. g) An agreement can be dissolved, in whole or in part, due to a deficiency only to the extent that the client cannot reasonably be required to maintain it.

Liability

  1. a) If PPP is liable, such liability is limited to what is regulated in this provision.
  2. b) PPP is not liable for any damages of any nature whatsoever that arise because PPP relied on incorrect and/or incomplete data provided by or on behalf of the client.
  3. c) For damages that are demonstrably caused by a delay by PPP, the client is entitled to compensation of 0.5% to a total of 5% of the price exclusive of VAT of that part of the agreement that was not executed on time.
  4. d) PPP is only liable for direct damages.
  5. e) Direct damages are solely understood to mean 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, the possible reasonable costs incurred to have the defective performance by PPP meet the agreement, to the extent that these can be attributed to PPP and reasonable costs incurred to prevent or limit damage, provided that the client demonstrates that these costs have led to the limitation of direct damages within the meaning of these general terms and conditions. PPP is never liable for indirect damages, including consequential damage, loss of production, additional costs of purchase elsewhere, reconstruction of lost information, fines, discounts, lost profit, missed savings, and damages caused by business stagnation.
  6. f) The right to compensation shall lapse if a written appeal to it is not made within fourteen days of discovering the damage. Compensation is not eligible for claims made more than twelve months after the issuance of the relevant goods or the notification that a service has been performed.
  7. g) The limitations of liability included in this article do not apply if the damage is due to intentional or gross negligence on the part of PPP or its executive employees.
  8. h) Third parties involved in the execution of the agreement, who also belong to the group of which PPP is a part, can assert the same defenses against a potential claim by the client as PPP can assert on the basis of these general terms and conditions.
  9. i) The total amount of damages that can be obtained from PPP and the mentioned third parties together cannot exceed the maximum amount that can be obtained from PPP alone.

Indemnification

The client shall indemnify PPP against any claims from third parties who suffer damages in connection with the execution of the agreement, and for which the cause is attributable to parties other than PPP. If PPP is held liable by third parties for this reason, the client shall assist PPP both out-of-court and in court immediately and take any actions expected of the client in such cases. If the client fails to take adequate measures, PPP is entitled to take action itself without any notice of default. All costs and damages on the part of PPP and third parties incurred as a result will be entirely borne by the client.

Miscellaneous

  1. a) Users of the Verloskundigenloket are not allowed to resell products and product samples that can be ordered for free from the Vroedvrouwenloket to third parties.
  2. b) Specific terms and conditions may apply to specific types of orders, such as those related to installation, software, services, etc., in addition to these general terms and conditions. If PPP delivers goods or provides services that fall under the US Export Administration Act, the client must comply with the provisions applicable to him.
  3. c) PPP retains all rights, including those of intellectual and industrial property, with regard to information provided to the client within the context of establishing an agreement, for example in the form of drawings, diagrams, designs, or software. The information may only be used by the client within the context of establishing and executing the agreement. If no agreement is reached, the client must immediately transfer the information carriers and any copies thereof, including the quotation, to PPP upon the latter’s first request.
  4. d) PPP reserves the rights and powers that accrue to it under the Copyright Act and other intellectual legislation and regulations.
  5. e) If any provision of an agreement has no legal effect, the other provisions will continue to apply in full unless it would be unreasonably burdensome to maintain the agreement in that case.

Disputes

  1. a) Dutch law applies to all legal relationships in which PPP is a party, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
  2. b) The court in the place of business of PPP, the court in ‘s-Hertogenbosch, has exclusive jurisdiction to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, PPP has the right to submit the dispute to the competent court according to the law.
  3. c) The parties will only bring a dispute before the court after they have made every effort to resolve the dispute amicably.

Location and Amendment of Conditions

  1. a) These terms and conditions are placed on the webshops mentioned in these terms and conditions.
  2. b) The most recent deposited version or the version that was in effect at the time of establishing the legal relationship with PPP is always applicable.
  3. c) The Dutch text of the general terms and conditions is always decisive for their interpretation.

 

Zest BV

 

July 2023