Terms and Conditions
Article 1 Definitions and applicability
1. Definitions a. ‘We’, ‘Our’ and ‘Us’ means: The Blue Compass. b. ‘You’ and ‘Your’ means: the client, the buyer or the person who otherwise enters an agreement with us.
2. This document contains the terms and conditions of The Blue Compass. These terms and conditions contains the agreements we made and govern the sale of products to you and all other services we provide to you. These terms and conditions apply: a. when you and us have an agreement; b. in case you or us draft a proposal; c. in case of offers and quotations; d. when we perform work activities; e. in case of delivery and other (legal) actions. These terms and condition also apply when we enter into another agreement with you.
3. We can deviate from these terms and conditions, provided these deviations have been put in writing and you have agreed with them.
4. The deviations mentioned in clause 3 only apply to the agreement you and we have entered at that moment. If you and we enter a new agreement these terms and conditions are fully applicable again.
5. Are you referring to other terms and conditions in your offer or correspondence? These do not apply to the agreement between you and us. This is also the case if these terms and conditions contain a clause that the aforementioned is not the case.
6. When one of the provisions in these terms and conditions is invalid (void), a new provision, that matches this provision as much as possible, automatically replaces that provision. This is also the case with any other provision we can’t use. Any invalidity of one of the provisions of these terms and conditions shall never give rise to the invalidity of the remaining provisions.
Article 2 Offers, quotations and terms
1. Any proposal, offer or quotation, on our website or otherwise, from us does not commit you and us to anything, unless this has been explicitly stated by us.
2. Any proposal, offer or quotation on our website is valid as long as it is placed there. If a proposal is altered, removed or if a product is out of stock, it immediately expires.
3. Have we made a proposal, offer or quotation to you that is not on our website at that moment? In that case this proposal is valid for one (1) month after we sent this offer to you. You and we can agree to extend this term, but this has to be put in writing before this is valid.
4. Terms within which we have to deliver goods or perform and service or work, are never deadlines. Do we fail to deliver on time? Then you have no right to any (damage) compensation.
5. Do we make you a proposal, offer or quotation that’s not on our website at that moment? Then this proposal, offer or quotation applies strictly to you.
6. Does our proposal, offer or quotation contain a writing error or an apparent error? And should you have known this was the case? In that case our proposal, offer or quotation is no longer valid. Please inform us about this and we will send you a new proposal, offer or quotation.
7. It’s not possible to partially agree to any of our proposals, offers or quotations. At no point are we obligated to perform a part of the assignment mentioned in a proposal, offer or quotation for the price specified therein.
Article 3 How does an agreement look?
1. An agreement comes into being when: a. we make you non-binding offer; b. this offer had reached you; c. you agree with this offer and; d. your approval has reached us and we confirmed this to you.
2. Has your approval has not yet reached us? Then we are allowed to withdraw our offer. In that case no agreement will come into being.
3. We are not obligated to enter in an agreement with you if we’ve only sent you a quotation, estimate, calculation or any similar statement.
4. We are not obligated to enter an agreement with you when certain goods are out of stock.
5. We are not obligated to enter an agreement with you if previous experience with you has shown that you do not abide to the obligations in the agreement or these terms and conditions or if we have a strong suspicion this will be the case.
6. In case you change the offer or hold restrictions tot his offer, then an agreement can only come into being when we have notified you in writing that we agree to these changes and/or restrictions. This approval never applies to the changing of the applicable terms and conditions.
7. We are always allowed to let a third party carry out (part of) the agreement for us.
Article 4 Prices.
1. You and we have to agree upon the initial price before any deliveries or other (legal) actions are made.
2. The price in the agreement is based on the normal working hours and hours of work during the production or while carrying out the agreement.
3. Our prices include VAT. We are VAT registered and our VAT number is in the impressum.
4. All taxes (excluding VAT), levies, fees and shipping costs are not included in our prices, unless otherwise stated.
5. Does carrying out the agreement for you bring risks for us? Then we can charge you with a fee on top of the agreed price. The price of the fee depends on the risks we have to take to carry out the agreement. For instance, risks can derive from the fact that we have to deliver a custom order to you.
6. Prices used in the past do not bind us in the future. If you and we enter a new agreement, we have to agree upon a price again.
Article 5 When can we change the prices?
1. We are allowed to increase the price we agreed on, in case one or more of the following circumstances occur after the agreement came into being: a. An increase in costs of materials, semi-finished products or services which are necessary when carrying out this agreement; b. An increase in shipping costs, salaries/wages, social security contributions, and other costs regarding terms of employment; c. The introduction of new or the change of existing government levies, import and export fees, or other internal or external levies and/or taxes; d. Conditions that occur, even though we did not have to expect this or to take this into account when the agreement came in to being, which are not imputable to us and raise the costs we have to make when carrying out this agreement; e. Similar circumstances and/or conditions.
2. You are obligated to pay the increased price, insofar as this increase is less than 10% of the price we agreed on.
3. Do we anticipate that the increase of the price will be higher than 10% of the price we agreed on? Then we have to report this to you. You are obligated to pay the increased price, unless you inform us in writing that you object to the increase, within seven (7) days after we report the increase to you.
4. Do you object to the increase, in accordance with clause 3? Then we will consult with you about a possible change to the agreement. Potential changes to the agreement will only apply after they have been confirmed in writing by us and you and us have signed the confirmation.
5. If we are not able to find a solution during the consultation, referred to in clause 4, then you and us are both able to cancel the agreement. In this case a letter of default is not necessary.
Article 6 What happens if we have to change the agreed upon work, service or goods?
1. We are allowed to change the work, service or goods we agreed upon if we believe that this is necessary to properly carry out the agreement
2. Does the change, mentioned in clause 1, result in extra work and/or an increase in costs? In that case article 5 applies.
3. Did you request for a change in the agreed upon work, service or goods? And does this change result in an increase in costs? In that case, these costs will always be charged to you in full. Article 5, clause 2, 3, 4 and 5 do not apply in this case.
Article 7 We can demand you provide collateral.
1. Do we suspect that you won’t meet your obligations concerning the agreement or these terms and services? For instance, do we suspect that you won’t pay one of our invoices? Then we can demand that you immediately provide us collateral. In addition, you have to fulfill all other obligations to us. If you are unable to do this, then we are allowed to (temporarily) suspend our obligations to you. We are not liable for any damage this may cause.
2. Are you unable to provide us collateral? Then we are allowed to terminate the agreement. In case we delivered goods to you or provide services for you prior to the termination, you are obligated to compensate us for these goods and/or services. It’s also possible for us to claim damages.
Article 8 How will a payment take place?
1. The amount you have to pay to us, will immediately fall due after the agreement between you and us has come into being. This also applies when there is no invoice.
2. If the payment of the full price we agreed upon has not been made in advance, we kindly ask you to pay within 14 days after the date of invoice. The payment has to be made to the bank- or giro account number or the PayPal account specified on the invoice or via the web shop.
3. You are not allowed to offset any of our claims against a claim of your own. Furthermore, you are not allowed to suspend payment in any way.
4. Do you fail to pay the full price we agreed on within 14 days? In that case you will immediately be placed in default. A notice of default or any other reminder of your payment obligation will not be required. You will subsequently be charged an interest rate of 1% per month on the amount due (whereby part of a month will count as a full month) until such time as full payment is made. All extrajudicial collection costs will also be payable by you. The extrajudicial collection costs payable by you will be charged 15% of the amount due, with a minimum of € 150,00. The above mentioned interest and extrajudicial collection costs will be immediately due.
5. Clause 4 will not apply if found to be contrary to applicable mandatory law. In this case the statutory interest rate and/or statutory extrajudicial collection costs will be charged to you.
6. In case the statutory interest rate is higher than the contractual interest rate during a period of time, the statutory interest rate will apply instead of the contractual interest rate during this period.
7. Payments received from you will first be applied in settlement of the outstanding extrajudicial collection costs, subsequently in payment of the interest due and finally in payment of the principal. Did you fail to pay multiple invoices? In that case, payments received from you will first be applied in settlement of the oldest invoice, subsequently the second oldest invoice and so on.
8. Are we required to start proceedings against you to demand payment or performance of the agreement? In that case you will be obligated to pay all of the costs incurred in connection with these proceedings, such as the costs for legal representation and legal counsel costs, in the event that our case proves successful, wholly or in part.
Article 9 Can we deviate from the agreement? 1. Small changes to the agreement regarding technical data, color, measurements, dimensions, capacities and so on are allowed.
2. If the goods we delivered to you, show small variations compared to the pictures and specifications posted on our website, then we still properly fulfilled the agreement.
3. Small changes include: a. Changes that make up 10% or less of the total agreement b. Changes that reasonably have no or little consequence to the use of the goods or work.
Article 10 What happens if we don’t fulfil our agreements?
1. Did we deliver a good to you? In that case we request that you check as soon as possible if we fulfilled the agreement. Is something not right? Please inform us about this in writing as soon as possible. Be as specific and detailed as possible. You have to inform us about any shortcoming within eight (8) calendar days after we produce or deliver the goods to you. Do you fail to do this? In that case it's considered that we fulfilled the agreement without shortcomings. In that case we are no longer obligated to repair or remedy anything and you are no longer able to claim compensation.
2. Even if you inform us in writing about any shortcomings, you have to continue to fulfill your payment obligation. You are not allowed to suspend these obligations until you are satisfied with the performance of the agreement.
3. After a notice of default and when we are in default, we are allowed to remedy or repair any shortcoming. In that case we still fulfilled the agreement without shortcomings. You are no longer able to claim compensation or terminate the agreement.
4. Our performance is considered to be adequate after: a. you take into use, manipulate or process the delivered goods; b. you deliver these goods to a third party or; c. a third party takes into use, manipulates, processes these goods or delivers them to another party. This clause also applies if you performed the actions mentioned in clause 1 beforehand
5. In case the terms, mentioned in this article are unreasonably short, you and us can agree to change these terms.
6. Do you have a claim against us based on your right of complaint? In that case the claim automatically expires after one (1) year. The expiry period will start after the day you learn, or should've learned about the damage you suffered.
Article 11 What happens in case of force majeure?
1. Are we unable to perform our obligations because of force majeure? In that case our obligations are suspended during the period of force majeure with a maximum of two months. After two months you and us are allowed to (partially) terminate the contract. The termination has to be in writing.
2. In case of force majeure, where we are unable to perform our obligations on time or adequately, we are not liable for any (damage) compensation.
3. With force majeure we mean: any circumstance beyond our control and of such a nature, that we can no longer be required to perform the agreements.
Article 12 suspension/termination of the agreement?
1. We shall be at liberty to suspend our performance or terminate the agreement without any notice of default or judicial intervention being required in case you: a. apply for or are granted a moratorium; b. are subject to bankruptcy proceedings, or are declared bankrupt; c. fail to (fully) comply with an obligation or we suspect this will be the case. The above mentioned rights exist alongside other rights we possess.
2. If we make use of the rights mentioned in clause 1, we will inform you about this in writing. In that case we are not obligated to compensate any damage you suffered.
3. Do we have claims on you? In that case these claims are payable forthwith and in full.
Article 13 cancelling the agreement if you're a consumer.
1. Are you a consumer and did you enter a distance or off-premises agreement with us? In that case you may be able to cancel the agreement with us without giving us any reason.
2. Do we provide a service to you? In that case you'll be able to make use of the provision, mentioned in clause 1, within 14 days after the day you enter into the agreement with us.
3. Are you buying an item from us? In that case you'll be able to make use of the provision, mentioned in clause 1, within 14 days after you: a. received all items you ordered from us in one order or; b. received the last shipment or last part if the item you ordered with us consists of multiple parts or shipments or; c. received the first item in case we agreed to deliver items to you on a regular basis during a certain period of time;
4. Do you want to make use of the provision, mentioned in clause 1? Then you have to inform us about this decision through an e-mail. We are allowed to impose conditions on the way you inform us.
5. You bear the risk and burden of proof for the correct and timely use of your right to cancel the agreement.
Article 14 cancellation not possible.
1. It's not possible to cancel the agreement, in accordance with article 13, in case of: a. an agreement for which the price is dependent on fluctuations in the financial market which cannot be controlled by us and which may occur within the cancellation period; b. an agreement where you have specifically requested a visit from us for the purpose of carrying out urgent repairs or maintenance, unless we only deliver the items necessary to perform the repairs or maintenance; c. an agreement concluded at a public auction; d. an agreement to perform a service, if the service has been fully performed us, and performance of the service began after a request by you. In this case you notify to us in writing that you acknowledge that you lose the right to cancel the agreement once the contract has been fully performed by us; e. an agreement where we deliver items to you which are made to your specifications, are manufactured based on a specific choice or decision by you or are clearly personalized. This clause does not apply if the goods were prefabricated; f. an agreement where we deliver items to you which are liable to deteriorate or expire rapidly; g. an agreement where we deliver items which are not suitable for return due to health protection or hygiene reasons, if they become unsealed after delivery; h. an agreement where we deliver items, in case the items become mixed inseparably (according to their nature) with other items after delivery.
Article 15 Your obligations in case of cancellation
1. If you make use of the right to cancel the agreements, as mentioned in article 13, you are obligated to return or hand over the items to us without delay, and at the latest within 14 days after the day you informed us about your decision to cancel the agreement. This clause does not apply if we offered to collect the items.
2. You will return the items with all the accessories we provided with the items, in its original state and packaging, if this is reasonably possible, and in accordance with reasonable and clear instructions provided by us.
3. You will bear all direct costs of returning the items, unless we offered to bear these costs.
Article 16 Our obligations in case of termination of the agreement. 1. After we receive the notice, as referred to in article 13 clause 4, we will send you a confirmation as soon as possible.
2. We will reimburse the price payed by you, including possible shipping costs we charged to you for the items that will be returned, within 14 days after the day we receive the returned items, including all accessories we provided with the items or you have supplied evidence of having sent back the items, including all accessories we provided with the items, whichever is the earliest.
3. If we offer to collect the items, we will reimburse the price payed by you, within 14 days after the day we received your notification about the cancellation of the agreement.
4. You expressly agree with us choosing the method of reimbursement. We will not impose any fee on you in respect of the reimbursement.
5. Did you chose a kind of delivery costing more than the least expensive generally acceptable kind of delivery offered by us? In that case we don't have to reimburse the extra costs for delivery.
Article 17 Did you suffer damages?
1. Are we obligated to provide compensation for damage suffered by you? In that case we never have to pay you more than the amount that is covered by our liability insurer in that particular case.
2. Does our liability insurer, for whatever reason not cover the damages ? In that case we never have to pay you more than the invoice value connected to the agreement within which the damages occurred.
3. Is the invoice value, as referred to in clause 2, higher then € 12,000,-? In that case the compensation we have to pay you will never be higher than € 12,000,-.
4. We can only be liable for direct damage.
5. Did you suffer indirect damage? We are not liable for these damages. You can think of consequential loss, loss of profits, damages as a result of delay or any other form of damage that isn't mentioned in clause 4.
6. In case of damage we can only be liable if: a. you immediately (without delay) and properly send us a notice of default in writing. In the notice you have to inform us, as detailed as possible, about the shortcomings in the performance of the agreement. This way, we can properly address the issue; b. You allow us a reasonable period to remedy the shortcomings or repair the damages; c. We were unable to remedy the shortcomings or repair the damages within the period you allowed us and; d. The damage is attributable to us.
7. Do you fail to claim damage you suffered within one year after the day you learned, or should've learned about this damage and the liable party? In that case, you will cease to have entitlement to any compensation. 8. Everything in this article regarding limitation and exclusion of liability (regarding you) also applies to our managerial staff, employees and other parties involved in this agreement by us.
Article 18 indemnification
1. You and us have agreed that you shall indemnify us against and compensate us for any claims from third parties that are in any way connected with the performance of this agreement. This includes costs incurred by us in connection with a claim from a third party.
2. Penalties, claims, periodic penalty payments and other measures imposed by the government will be borne by you.
3. The above mentioned obligation to indemnify us, also applies to our managerial staff, employees and other parties involved in this agreement by us.
Article 19 Copyrights and intellectual property
1. We shall retain the copyrights and all intellectual property rights in the offers made by us, designs, images, drawings, (test)samples provided by us, information and data found on our website and suchlike. These copyrights and intellectual property rights shall continue to belong to us regardless of whether or not the costs of generating the data or goods were charged to you. Deviation from the above is only possible if you and us have agreed to this in writing.
2. Without prior express written consent from us, data and goods, referred to in clause 1, may not be copied, used or shown to third parties. Infringement of this clause will render you liable to pay us an immediately due and payable penalty of € 25,000,-- for each infringement. The penalty will be payable immediately after infringement of this clause by you, without prejudice to our right to claim (damage) compensation in full or ask you to fulfill the agreement
3. The data as referred to in clause 1 of this Article must be returned to us or destroyed within the period specified by us. Infringement of this provision will render you liable to pay us an immediately due and payable penalty of € 1,000,-- per day. The penalty will be payable immediately after infringement of this clause by you, without prejudice to our right to claim (damage) compensation in full or ask you to fulfill the agreement
Article 20 Advice and information provided by us
1. No rights may be derived by you in respect of advice and information obtained from us when this is not related to the agreement.
2. Where data, drawings and suchlike are provided by you to us, we may rely on the accuracy and completeness thereof in the performance of the agreement. We are not liable for any damage as a result of inaccurate or incomplete data, drawings and suchlike provided by you.
3. Article 18 also applies in relation to the use of advice, drawings, calculations, designs, materials, samples, models and suchlike provided to us by you or a third party in your name.
Article 21 Delivery and risk of transport
1. Items will be delivered to you at our main office, unless you and us have agreed otherwise in writing.
2. Do we ship items to you? Then you will bear the costs for packaging, transport and (insured) shipping. The risk of transport will be borne by you. We are not liable for any damage to the goods during transport.
3. You are required to cooperate with the delivery.
4. Did we deliver the goods to the agreed upon location? The risks attached to the good transfers to you at that time.
5. Do you refuse to accept the goods on delivery? In that case you are in default by operation of law without any notice of default being required and therefore liable for any damage or loss that arises as a result.
Article 22 Retention of title and right of retention
1. Title to any good we delivered to you shall remain vested in us and shall not pass to you until the purchase price for all delivered goods has been paid in full and received by us and you have fulfilled all other commitments we agreed on. This includes any interest or (extra)judicial costs owed to us.
2. Are any of the delivered goods subject to retention of title? In that case you shall store the goods with the necessary care and mark these goods in a manner reasonably satisfactory to us indicating that title to these goods remains vested in us.
3. Are any of the delivered goods subject to retention of title? In that case you are not authorized to sell, encumber or alienate these goods outside your normal business operations.
4. Did we not receive the purchase price for the delivered goods in full or on time, did you fail to fulfill any other commitment we agreed on or does a situation as mentioned in article 12 clause 1 occur? In that case we shall be at liberty to repossess all items still in your possession which are subject to retention of title, notwithstanding other rights we have. We are entitled to keep possession of these goods until we receive the purchase price for the goods in full and you have fulfilled all other commitments we agreed on.
5. Until such time as all outstanding amounts owed to us by you have been paid in full, we may hold on to your items (retention). In this case we are entitled to recover by preference the amounts due from these items, unless the Other Party furnishes adequate security in respect of such amounts.
Article 23 Governing law.
1. Dutch law will be applicable to all the proposals we do, all offers and quotations we make, all the agreements we enter, all the work activities we perform, all the deliveries we make and any other (legal) action we take.
2. If, in a certain situation, any of the articles or clauses in the agreement or these terms and conditions are in breach of mandatory law (ius cogens), these articles and/or clauses will only be inapplicable for this specific situation. All other articles and clauses in the agreement or these terms and conditions will continue to be fully applicable.
3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded.
Article 24 Disputes 1. In case of a dispute, You agree to submit to the exclusive jurisdiction of the court that holds competence within the district where our (head) office is located. Our (head) office is located on the address registered within the handelsregister of the Kamer van Koophandel.
(update: April 2022)