WEBSHOP TERMS AND CONDITIONS – WYVE
E-mail: wyveclothing@outlook.com
Website: wyveclothing.com
Article 1 – Definitions
WYVE: WYVE general partnership (vennootschap onder firma), established in ’s-Gravenpolder, registered with the Chamber of Commerce under number 98622986.
Customer: the party with whom WYVE has entered into an agreement.
Parties: WYVE and the Customer jointly.
Consumer: a Customer who is also an individual acting for private purposes.
Article 2 – Applicability of General Terms and Conditions
These General Terms and Conditions of WYVE and the Webshop Terms and Conditions of WYVE apply to all offers, quotations, agreements, and deliveries of goods or services by or on behalf of WYVE.
Where reference is made to “terms and conditions” in these provisions, this refers to both the General Terms and Conditions of WYVE and the Webshop Terms and Conditions of WYVE, unless explicitly stated otherwise.
In the event of any conflict between the General Terms and Conditions of WYVE and the Webshop Terms and Conditions of WYVE, the Webshop Terms and Conditions of WYVE shall prevail, unless the Parties have expressly agreed otherwise in writing.
The applicability of any general terms and conditions of the buyer, consumer, or third parties is expressly rejected, unless WYVE has accepted such terms in writing.
Deviations from these terms and conditions are only valid if expressly agreed upon in writing by the Parties.
Article 3 – Payment
The full purchase price must always be paid immediately via the webshop. In the case of reservations, an advance payment may be required. In such cases, the buyer shall receive proof of the reservation and advance payment.
If the buyer fails to pay on time, the buyer is in default. If the buyer remains in default, WYVE is entitled to suspend its obligations until the buyer has fulfilled the payment obligation.
If the buyer remains in default, WYVE shall proceed with collection. All costs related to collection shall be borne by the buyer. These collection costs shall be calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, attachment, or suspension of payments of the buyer, all claims of WYVE against the buyer become immediately due and payable.
If the buyer refuses to cooperate with the execution of the agreement by WYVE, the buyer remains obliged to pay the agreed price in full.
Article 4 – Offers, Quotations, and Price
Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within that period, the offer lapses.
Delivery times stated in quotations are indicative only and do not entitle the buyer to termination or compensation in case of delay, unless expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. This must be expressly agreed upon in writing by the Parties.
The prices stated in offers, quotations, and invoices consist of the purchase price including VAT and any other applicable government levies.
Article 5 – Right of Withdrawal
The consumer has the right to terminate the agreement within 14 days after receipt of the order without stating reasons. The withdrawal period commences on the day the consumer has received the complete order.
No right of withdrawal exists for products that are custom-made according to the consumer’s specifications or products with a limited shelf life.
The consumer may use WYVE’s withdrawal form. WYVE is obliged to provide this form to the buyer immediately upon request.
During the withdrawal period, the consumer shall handle the product and packaging with care. The product may only be unpacked or used to the extent necessary to assess whether the consumer wishes to keep it. If the right of withdrawal is exercised, the consumer shall return the unused and undamaged product, including all accessories and, where reasonably possible, in the original shipping packaging, in accordance with the reasonable and clear instructions provided by WYVE.
Article 6 – Amendment of the Agreement
If, during the execution of the agreement, it appears necessary to modify or supplement the agreed work for proper performance, the Parties shall timely and mutually amend the agreement accordingly.
If the Parties agree to amend or supplement the agreement, the completion date may be affected. WYVE shall inform the buyer of this as soon as possible.
If the amendment or supplement has financial and/or qualitative consequences, WYVE shall inform the buyer thereof in writing in advance.
If a fixed price has been agreed upon, WYVE shall indicate to what extent the amendment or supplement results in an exceedance of that price.
Contrary to the provisions of paragraph 3 of this article, WYVE may not charge additional costs if the amendment or supplement results from circumstances attributable to WYVE.
Article 7 – Delivery and Transfer of Risk
Once the purchased goods have been received by the buyer or a third party designated by the buyer, the risk transfers from WYVE to the buyer.
Article 8 – Inspection and Complaints
The buyer is obliged to inspect the delivered goods upon delivery or as soon as possible thereafter. The buyer must verify whether the quality and quantity of the delivered goods correspond with the agreement or at least meet the requirements customary in normal commercial practice.
Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to WYVE within 10 business days after delivery.
If a complaint is found to be justified within the stated period, WYVE has the right to repair, replace, or refrain from delivery and issue a credit note for the corresponding part of the purchase price.
Minor and/or industry-standard deviations in quality, quantity, size, or finish cannot be invoked against WYVE.
Complaints regarding a specific product do not affect other products or components belonging to the same agreement.
No complaints shall be accepted after the buyer has processed the goods.
Article 9 – Samples and Models
If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication, without the delivered goods being required to correspond to it, unless expressly agreed otherwise.
In agreements relating to immovable property, any statement regarding surface area or other measurements is likewise presumed to be indicative only.
Article 10 – Delivery
Delivery takes place from WYVE’s warehouse, meaning all related costs are borne by the buyer.
The buyer is obliged to accept the goods at the time WYVE delivers or has them delivered, or when the goods are made available to the buyer in accordance with the agreement.
If the buyer refuses acceptance or fails to provide necessary information or instructions for delivery, WYVE is entitled to store the goods at the buyer’s expense and risk.
If goods are delivered, WYVE is entitled to charge delivery costs.
If WYVE requires information from the buyer for the execution of the agreement, the delivery period shall commence once such information has been provided.
Any delivery period stated by WYVE is indicative and never constitutes a strict deadline. In the event of delay, the buyer must give WYVE written notice of default.
WYVE is entitled to deliver goods in parts, unless otherwise agreed in writing or unless partial delivery has no independent value. WYVE is entitled to invoice partial deliveries separately.
Article 11 – Force Majeure
If WYVE is unable to fulfill its obligations due to force majeure, WYVE shall not be liable for any damage suffered by the buyer.
Force majeure includes any circumstance beyond WYVE’s control that could not reasonably have been foreseen, including illness, war, civil unrest, sabotage, terrorism, energy outages, flooding, earthquakes, fire, strikes, government measures, transport difficulties, and other disruptions in WYVE’s operations.
Force majeure also includes the failure of suppliers on whom WYVE depends, unless such failure is attributable to WYVE.
Obligations shall be suspended for the duration of the force majeure situation. If such situation lasts 30 calendar days, either Party may terminate the agreement in writing.
If force majeure continues for more than three months, the buyer has the right to terminate the agreement with immediate effect by registered letter.
Article 12 – Assignment of Rights
Rights arising from this agreement may not be assigned without the prior written consent of the other Party.
Article 13 – Retention of Title and Right of Retention
All goods present at or delivered by WYVE remain the property of WYVE until the buyer has paid the full agreed price. Until then, WYVE may reclaim the goods.
If advance payments are not made on time, WYVE may suspend its obligations. In such case, creditor’s default applies and delayed delivery cannot be invoked against WYVE.
Goods subject to retention of title may not be pledged or encumbered.
WYVE undertakes to insure goods delivered under retention of title against fire, explosion, water damage, and theft, and shall provide the insurance policy for inspection upon request.
If goods have not yet been delivered due to non-payment, WYVE may exercise its right of retention and withhold delivery until full payment has been made.
In the event of liquidation, insolvency, or suspension of payments of the buyer, all obligations become immediately due.
Article 14 – Liability
Any liability for damage arising from or related to the execution of the agreement is limited to the amount paid out under the applicable liability insurance, increased by the deductible.
Liability for damage caused by intent or deliberate recklessness of WYVE or its managerial subordinates is not excluded.
Article 15 – Duty to Complain
The buyer must immediately report complaints regarding performed work to WYVE, providing a detailed description.
If a complaint is justified, WYVE is obliged to repair or replace the goods.
Article 16 – Warranties
If warranties are included in the agreement, WYVE guarantees that the delivered goods conform to the agreement, function properly, and are suitable for the intended use for a period of two calendar years after receipt.
The warranty allocates full risk for warranty breaches to WYVE and excludes reliance on Article 6:75 of the Dutch Civil Code, even if the defect was known or discoverable by inspection.
The warranty does not apply in cases of improper use, unauthorized modifications, or use outside the intended purpose.
If the warranty relates to goods produced by a third party, it is limited to the warranty provided by that producer.
Article 17 – Intellectual Property
WYVE retains all intellectual property rights, including copyrights, patent rights, trademark rights, and design rights, relating to all products, designs, drawings, data carriers, offers, images, sketches, models, and related materials, unless agreed otherwise in writing.
The buyer may not copy, disclose, or use such intellectual property without prior written consent from WYVE.
Article 18 – Amendment of Terms and Conditions
WYVE is entitled to amend these terms and conditions.
Minor amendments may be implemented at any time.
Material amendments will be discussed with the buyer in advance where possible.
Consumers may terminate the agreement in the event of substantial amendments.
Article 19 – Governing Law and Jurisdiction
All agreements are governed exclusively by Dutch law.
The Dutch court in the district where WYVE is established has exclusive jurisdiction, unless mandatory law provides otherwise.
The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
If one or more provisions are deemed unreasonably onerous in legal proceedings, the remaining provisions remain fully effective.
