1. Applicability
1.1 These Terms and Conditions apply to all offers and agreements and the obligations ensuing therefrom related to the delivery and purchase of products and services by the private limited company Puro B.V. (Ch. of Comm.: 17042683) with its registered office in Wintelre and principal place of business in Steensel, and/or its subsidiaries and /or related companies, hereinafter referred to as “Puro”.
1.2 In the event that specific provisions in or with the Agreement are in conflict with these Terms and Conditions, the provisions in or with the Agreement shall prevail.
1.3 Derogations from these Terms and Conditions shall only be valid if and insofar as expressly agreed in writing.
1.4 If one or more provisions of these Terms and Conditions are null and void or voidable, the validity of the remaining provisions shall not be affected. In the event that one or more provisions of these Terms and Conditions are void, the parties shall be bound by rules that have a meaning and effect as close as possible to the void provision and which cannot be voided.
1.5 The Terms and Conditions (of Purchase) of the Business Contact are expressly rejected and shall not apply to the Agreement.
1.6 Puro reserves the right to amend and/or supplement these Terms and Conditions at any time. Once the amended Terms and Conditions have been published and the Relation has been notified, they will be effective immediately.
1.7 Nothing in these Terms and Conditions affects the provisions that are mandatory by law for Consumers.
1.8 These Terms and Conditions are written in the Dutch and English languages. The Dutch language version is leading.
2. Definitions
The following concepts with (an) upper case initial(s) are taken to mean the following:
DCC: Dutch Civil Code;
Consumer: the natural person who is not acting for purposes related to his trade, business, professional activity, and who enters into an Agreement and/or is or will be in a legal relationship of any kind with Puro;
Services: all services that have come into effect on the basis of an Agreement between Puro and the Relation;
Documentation: technical and functional descriptions and user manuals in whatsoever form;
Goods: the goods to be delivered by or on behalf of Puro to the Relation (or vice versa) pursuant to an Agreement;
Intellectual Property: patent, copy, drawing and design rights and/or other (intellectual property) rights, as well as technical and commercial know-how, methods and concepts, whether or not patentable;
Relation: every Consumer or Business Contact;
Agreement: an agreement together with appendices, concluded between Puro and the Relation;
Quotation: any offer made by Puro;
Force majeure: all external causes, foreseen and unforeseen, in addition to what is included in the law and jurisprudence, including, but not limited to: government measures, fire, strikes, war, riots, unworkable weather, staff shortages, terrorist threats, pandemics, water damage, flooding, occupancy, disruptions in the supply of energy and all other circumstances that prohibit or impede the performance of the work, both at Puro and at the third parties engaged by Puro;
Privacy Statement: the Privacy Statement, accessible at: https://www.puro.nl/privacyverklaring/, as it applies to, among other things, the Agreement and the Terms and Conditions;
Confidential Information: any information provided verbally or in writing by one of the parties which is clearly confidential, as well as any information of which the party concerned states that it must be treated as confidential. Confidential information shall in any event be taken to mean: personal data, address details, clients/supplier files, know-how and (company) information that will be shared at the entering into and performance of the Agreement, or of which a party becomes aware, and the contents of the Agreement and the Terms and Conditions;
Terms and Conditions: these Terms and Conditions;
Business Contact: every (legal) person (not being a Consumer) acting in the exercise of his profession or business, and who enters into an Agreement with Puro and/or is or will be in a legal relationship of any kind.
3. Offers and Creation of Agreements
3.1 All Quotations and offers made by Puro are valid for three (3) months and are entirely without obligation. An Agreement shall only come into effect on confirmation by Puro, or as the case may be if the performance of the Agreement has commenced.
3.2 Puro is entitled to refuse an application and/or request without giving reasons.
3.3 (Derogating) Arrangements can only bind parties if they have been recorded in writing and confirmed by Puro.
3.4 In the creation of the Agreement the Relation agrees to the use of communication by electronic means (including email).
3.5 Information in brochures or websites, images, presentations, technical specifications, verbal communications, etc. shall not bind Puro unless expressly confirmed otherwise in writing by Puro to the Relation.
3.6 A composite Quotation can only be accepted in its entirety by the Relation.
3.7 By way of derogation from the provisions of Section 6:225(2) DCC, no Agreement will be formed if the Relation’s acceptance of a Quotation from Puro contains (minor) deviations from that Quotation, unless Puro accepts those (minor) deviations in writing.
4. Prices / Retention of title
4.1 Unless agreed otherwise, the prices offered by Puro and/or agreed between the parties shall always be in Euros, excluding VAT and delivery ‘ex works’.
4.2 Puro is entitled to demand a down payment/advance payment and/or sufficient security for payment upon entering into the Agreement.
4.3 Puro shall be entitled to adjust its prices in case of an Agreement with a Relation. The Relation shall accept such a price change if it is the direct result of a change in external factors. Any change of the applicable rate that is to the disadvantage of the Relation shall be notified in writing two weeks prior to the change coming into effect. If the rate change is increased within three months of the conclusion of the Agreement, the Consumer has the right to dissolve the Agreement.
4.4 Incorrect price indications and other mistakes such as calculation and writing errors in prices on expressions of Puro shall not bind Puro.
4.5 All sold Goods delivered by Puro, including rights of use, remain the property of Puro until the Relation has paid all sums outstanding to Puro – including interest and costs – and these have been received by Puro in the agreed bank account.
4.6 Payments must be made within the period set out in the invoice. In the absence of a payment term, Puro shall apply a payment term of fourteen (14) days.
4.7 The Business Contact is not permitted to set off, suspend, or otherwise to withhold (payment) obligations.
4.8 If Puro cannot deliver the Goods and/or Services in conformity with the Agreement due to circumstances that are not attributable to Puro, including Force Majeure, the payment obligations of the Relation shall remain in effect.
4.9 If the Relation has not paid the invoice concerned after the expiry of the period set out by Puro, the Relation shall be immediately in default by operation of law. In that case the Business Contact shall be obliged to pay the statutory commercial interest under Section 119a Book 6 DCC. With due observance of Section 96, Subsection 2, under c, Book 6 DCC, the extrajudicial collection costs shall be deemed to amount to 10% of the invoice amount with a minimum of € 500.
5. Return
5.1 The Consumer may return Goods for a period of 14 days after delivery of respective Goods, without mandatory statement of reasons.
5.2 If the Consumer wishes to return Goods as mentioned in Article 5.1, he shall notify this within the said period, using the model form (to be found on: https://www.puro.nl/retourneren/) or in any other unambiguous manner. This can be done i) by e-mail to: webshop@puro.nl or ii) by post to:
Puro B.V.
Attn: Customer Service
Stevert 34
5524 KC Steensel
The Netherlands
5.3 The term referred to in Article 5.1, if the Consumer has ordered several Goods in the same order, starts on the day on which the Consumer, or a third party designated by him, has received the last Good. Puro may, provided it has clearly informed the Consumer of this prior to the ordering process, refuse an order of multiple Goods with different delivery times. If the delivery of a Good consists of several shipments or parts, the period in Article 5.1 starts on the day on which the Consumer, or a third party designated by him, has received the last shipment or part.
5.4 During the period mentioned in Article 5.1, the Consumer will handle the Good(s) and packaging with care. With regard to pet food, only unopened packaging can be returned.
5.5 The Consumer shall return the Good(s) including all accessories and in original condition, in accordance with the other provisions of this article. Failure to do so shall not constitute a valid return of the Good(s).
5.6 The use / return in accordance with Article 5 is at the expense and risk of the Consumer. This means among other things that the Consumer bears the costs of returning the Good(s) and is liable for any (transport) damage caused to the Good(s) during use and/or return and/or transport. The burden of proof of correct and timely return lies with the Consumer.
5.7 If the Consumer is unable to arrange transportation for the return shipment, Puro can provide for this in consultation. In this case too, the return shipment or transport is at the expense and risk of the Consumer.
5.8 Puro will use the same means of payment used by the Consumer for reimbursement, unless the Consumer agrees to another method. If the Consumer has chosen a more expensive method of delivery than the least expensive standard delivery, Puro does not have to refund the additional costs for the more expensive method. Puro also reserves the right, in the event of delivery costs that are higher than the standard delivery due to a cause beyond Puro’s control (due to, among other things, higher freight costs and extra taxed delivery in connection with delivery in overseas territories), to charge the Consumer for the additional costs. If the additional costs have already been charged to the Consumer, Puro does not have to refund these costs.
5.9 Goods specially manufactured or ordered for the Consumer, or Goods that spoil quickly or have a limited shelf life, cannot be returned as referred to in Article 5.1.
6. Delivery and transport / Provision of Services
6.1 The agreed delivery periods are only target dates and never final deadlines. The delivery periods shall not commence until the Relation has provided all information and items to Puro which are required for the performance of the Agreement.
6.2. Delivery of Goods will be based on ‘Ex Works’ (Incoterms® 2020). The moment of transfer (of the risk) to the Relation is the moment at which the Goods leave the premises of Puro (or a third party), in the context of delivery to the Relation. If (an employee of) Puro (or the aforementioned third party) helps in or around the business premises to place the Goods in or on a means of transport of the Relation, this will be done at the expense and risk of the Relation.
6.3 The quantities or weight of the Goods shall be determined by Puro and shall be deemed accepted by the Relation upon leaving the premises of Puro (or a third party) in connection with delivery to the Relation.
6.4 Puro delivers the Goods to the Relation by making them available to the Relation at Puro’s premises. The Relation is therefore responsible for all costs related to packaging and transportation to the desired destination.
6.5 In addition to article 6.4 the Goods can be delivered to the Relation against payment. The place of delivery to the Relation is the shipping address indicated when the order is placed. Puro delivers the Goods to the (front) door of the shipping address at street level.
6.6 Puro is permitted to deliver the Goods to the Relation in parts. Puro shall determine the extent of the (partial) delivery.
6.7 If delivery is not possible due to a cause within the control of the Relation, Puro shall be entitled to recover the costs of storage/holding/extra delivery from the Relation.
6.8 Default on the part of Puro always requires notice of default in writing, whereby a reasonable period is granted to Puro to perform its obligations, which period shall amount to at least fourteen (14) days.
6.9 Puro shall be entitled, without prior notification and without any obligation to compensate for consequential damage, to (temporarily) close down the Services, or to limit their use, if there is cause for this, including during maintenance and/or improvement of the Services.
6.10 Puro shall be entitled unilaterally to change the Services without being obliged in any manner to compensate the (extra) costs arising for the Relation. Puro must notify any change to the detriment of the Relation at least one (1) month in advance of the change. In that case the Relation shall be entitled – within five (5) working days after being notified – to cancel the purchase of the Services (including rental) with effect from the date on which the change would come into effect.
6.11 Puro shall be entitled to use any third parties it engages during the performance of the Agreement.
6.12 If, at the request of the Relation, delivery takes place in a way other than the usual way, any associated additional costs (including but not limited to higher freight costs and extra taxed delivery in connection with delivery in overseas territories) will be charged to the Relation, unless expressly agreed otherwise by the parties.
7. Complaints
7.1 The Relation shall be obliged to inspect the Goods immediately on delivery. Visible defects – including derogations from the Agreement – must be made known to Puro in writing within 48 hours of delivery, in the absence of which the Relation shall have no right to claim in relation to the defect.
7.2 Other defects must be made known to Puro in writing within 48 hours after they have been or reasonably could have been noticed, but no later than one month after delivery of the Goods, in the absence of which the Relation shall have no right to claim in relation to the defect.
7.3 Complaints regarding invoices from Puro must be made known to Puro in writing within five (5) working days of the invoice date, in the absence of which the invoice shall be deemed to have been approved by the Relation.
7.4 None of the defects referred to in Article 7.1 or 7.2 shall give rise to a right to claim on the part of the Relation in the following cases: improper and inappropriate use, faulty or careless handling, faulty maintenance, unsuitable operating equipment. Similarly, if the defects referred to in Articles 7.1 and 7.2 are caused by or are the result of external circumstances, including but not limited to weather conditions such as extreme rainfall and lightning strikes, water damage, fire damage and fall or impact damage, the Relation is not entitled to a right to claim.
7.5 The right to claim referred to in Articles 7.1, 7.2 and 7.4 does not accrue to the Relation if it has not fulfilled all its obligations under the Agreement.
8. Obligations of the Relation
8.1 The Relation shall be obliged to treat the Goods and/or Services delivered by Puro, including the rights of use, in accordance with the manual/regulations provided and within the boundaries of normal use, in the absence of which Puro shall not guarantee the correct functioning of the item(s).
8.2 The Relation is not permitted to make adjustments in the Goods delivered by Puro, in case the ownership thereof is still vested in Puro. The Relation is also not permitted to transfer and/or encumber with any (limited) right these Goods and the obligations on the basis of the Agreement. Parties hereby envisage the effect under property law ensuing from Section 83, Subsection 2, Book 3 DCC.
9. Liability / Indemnity
9.1 Puro must endeavour to fulfil its own obligations under the Agreement. Puro, or a third party involved by Puro in the execution of the Agreement, shall never be liable for any loss suffered by the Relation, barring intent or gross negligence.
9.2 To further limit Puro’s liability to the Relation:
a) if Puro fails to fulfil any obligation on its part towards the Relation and is in default, Puro’s liability for damages shall be limited to €500.
b) Puro is not liable for damage, of whatever nature whatsoever, arising because Puro has relied on incorrect and/or incomplete information provided by or on behalf of the Relation.
c) Puro’s liability shall at all times be limited to direct damage suffered/proven by the Relation, and Puro’s liability shall never exceed that part of the invoice value of the Agreement concerned or the purchase amount of the Goods concerned to which the liability relates, with a maximum of € 500. Any other form of damage is excluded from liability, including but not limited to consequential damage, lost profits, lost business opportunities and the costs of limiting, preventing and assessing damage. The Relation undertakes to insure against such damages.
9.3 Liability for loss or damage against which the Relation is already insured is excluded by Puro at all times.
9.4 The Relation unconditionally indemnifies Puro against claims by third parties for whatever reason related to or arising from the use of the Goods and Services.
10. Intellectual Property
10.1 Unless agreed otherwise in writing, the Intellectual Property with regard to any Documentation and/or Goods provided by Puro, remain vested in Puro, its supplier or other beneficiaries.
10.2 The transfer of Intellectual Property rights is excluded. Parties hereby envisage the effect under property law ensuing from Section 83, Subsection 2, Book 3 DCC.
11. Confidentiality
11.1 Without prejudice to the entitlements granted to the Relation in the Agreement and the Terms and Conditions, both parties and their employees shall keep Confidential Information secret, regardless of whether it has been disclosed in writing or as the case may be, verbally. This obligation shall remain vested in them for an indefinite period, including after termination of the Agreement.
12. Force majeure
12.1 If, for any reason beyond its control, including Force Majeure, Puro is unable (temporarily) to perform the Agreement, Puro shall not be in default and shall be entitled to suspend its obligations.
12.2 If the fulfilment of obligations by Puro is permanently impossible, the right to terminate the Agreement shall accrue to Puro. In such a situation the Relation may terminate the Agreement after the passing of thirty (30) days.
12.3 In none of the events referred to in this article shall Puro be obliged to pay any compensation for any damage suffered by the Relation.
13. Privacy and Personal Data
13.1 Puro collects and processes personal data of the Relation and visitors to its website. This is subject to the Privacy Statement.
13.2 Puro and the Relation shall act with due regard to the relevant privacy regulations, including the General Data Protection Regulation (GDPR) and only collect and process personal data when they have a basis for processing the same.
13.3 If Puro and the Relation are at any time to be regarded as the controller and processor as referred to in the GDPR, they undertake to conclude a processing agreement for this purpose, with due regard to their obligations on the basis of the GDPR.
13.4 The Relation shall guarantee in relation to Puro that the processing of personal data will take place legitimately and that third party rights will not be infringed. The Relation indemnifies Puro against any legal action brought by third parties, on whatsoever basis, if this action is related to the processing of personal data by the Relation, as well as against any financial penalties imposed on the Relation by the Dutch Data Protection Authority, or other authorised supervisory authorities.
14. Duration and Termination of the Agreement
14.1 The continuing performance agreements shall be entered into for an indefinite period of time, unless the content, nature or tenor implies that it has been entered into for a definite period of time. Any premature termination shall not result in a refund of money paid to Puro and shall not affect the payment obligations of the Relation.
14.2 If a continuing performance agreement (for a definite or indefinite period) is concluded between Puro and the Relation, such Agreement shall commence on the first day of the Service or Goods to be provided unless another effective date is agreed in writing.
14.3 The continuing performance agreement for a definite period is automatically extended by the same period if the agreement is not terminated in writing by one of the parties at least one month before the end of the initial term or the extension period. The Consumer has the right to terminate an extended definite period agreement with one month’s notice.
14.4 If a continuous performance agreement is entered into for a definite period and/or for a specific Service, the Relation may not terminate this Agreement in the interim, except as provided in Article 14.3.
14.5 Puro is entitled to suspend the fulfilment of its obligations or to terminate the Agreement if:
a) a Relation does not comply, does not comply in full or does not comply on time with the obligations under the Agreement even after being reminded to do so (in writing or orally);
b) Puro after the conclusion of the Agreement has become aware of circumstances that give good reason that the Relation will not fulfil the agreed obligations;
c) the Relation has been granted suspension of payment, has been declared bankrupt, has been declared subject to a (statutory) debt scheme, has been admitted to the WSNP or has taken a decision to liquidate;
d) due to delay on the part of the Relation, Puro can no longer be required to fulfil the Agreement against the original agreed conditions;
e) circumstances occur which, in Puro’s opinion, are of such a nature that compliance with the Agreement is impossible or that Puro cannot reasonably be required to maintain the Agreement unchanged.
14.6 Upon termination of the Agreement by Puro, Puro is entitled to immediate payment by the Relation of compensation consisting of the expired unpaid instalments and the instalments that would have been due if the Agreement had been maintained, plus interest and costs. With respect to the amount of the aforementioned compensation, Puro’s administration shall constitute compelling evidence, subject to evidence to the contrary to be provided by the Relation.
14.7 If termination of the Agreement is imputable to the Relation, Puro is entitled to compensation for damages, including the costs incurred (in)directly as a result.
14.8 Upon termination of the Agreement, Puro’s claims against the Relation shall be immediately due and payable in full.
14.9 The Business Contact hereby waives the right to dissolve the Agreement. By doing so, the Business Contact also waives the possibility of invoking Section 6:271 DCC.
15. Dispute resolution
15.1 The law of the Netherlands exclusively applies to the Agreement and the obligations governed by it.
15.2 The applicability of the Vienna Sales Convention is expressly excluded.
15.3 Disputes between parties shall be exclusively submitted to a judge of the Oost-Brabant Court, preferably location Eindhoven.