Terms and Conditions

Article 1 - Definitions

Walleaf: Walleaf, located at Schaverijstraat 11, 3534AS Utrecht, Chamber of Commerce no. 87051656.
Customer: the party which Walleaf has entered into an agreement with.
Parties: Walleaf and customer together.
Consumer: a customer who is an individual acting for private purposes.
The agreement refers to the purchase agreement between the parties.

Article 2 - Applicability of general terms and conditions

These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Walleaf.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

Article 3 – Payment

The full purchase amount must always be paid immediately in the webshop. For reservations, a deposit may be required in some cases. In such cases, the customer will receive proof of the reservation and prepayment.
Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Walleaf having to send the customer a reminder or to put him in default. If the customer remains in default, Walleaf is entitled to suspend obligations until the customer fulfills their payment obligation.
If the customer remains in default, Walleaf will initiate debt collection. The costs associated with this collection are borne by the customer. These collection costs are calculated based on the Extrajudicial Collection Costs (Fees) Decree.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the customer, Walleaf’s claims against the customer become immediately due and payable.
If the customer refuses to cooperate with the execution of the order by Walleaf, they are still obligated to pay the agreed price to Walleaf.

Article 4 - Offers, Quotations, and Prices

Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within the specified period, it expires.
Delivery times in quotations are indicative and do not entitle the customer to dissolution or compensation if exceeded unless explicitly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must explicitly agree to this in writing.
The price stated in offers, quotations, and invoices includes the purchase price plus the applicable VAT and any other government levies.

Article 5 - Right of Withdrawal

The consumer has the right to cancel the agreement within 14 days of receiving the order without giving any reason. The period starts from the moment the consumer receives the entire order.
There is no right of withdrawal if the products are custom-made according to the customer’s specifications or have a limited shelf life.
The consumer can use a withdrawal form provided by Walleaf. Walleaf is obligated to provide this to the customer upon request.
During the reflection period, the consumer must handle the product and packaging with care. They may only unpack or use the product to the extent necessary to determine whether they wish to keep it. If they exercise the right of withdrawal, they must return the unused and undamaged product, including all delivered accessories and, if reasonably possible, in the original shipping packaging, following Walleaf’s reasonable and clear instructions.

Article 6 - Reimbursement of purchase and delivery costs

If the purchase costs and any other costs (such as shipping costs) are eligible for reimbursement according to the law, Walleaf will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to Walleaf in time.
The shipping costs are only reimbursed by Walleaf if the complete order is returned.
If the consumer invokes his right of withdrawal and returns the entire order on time, the costs for returning the complete order will be borne by the consumer.

Article 7 - Modification of the Agreement

If during the execution of the agreement, it becomes apparent that modifications or additions are necessary for proper execution, the parties will adjust the agreement accordingly in a timely manner and by mutual agreement.
If the parties agree to modify or supplement the agreement, this may affect the completion date. Walleaf will inform the customer as soon as possible.
If the modification or addition has financial and/or qualitative consequences, Walleaf will inform the customer in advance in writing.
If a fixed price has been agreed upon, Walleaf will indicate the extent to which the modification or addition will lead to an increase in price.
Contrary to paragraph 3 of this article, Walleaf cannot charge additional costs if the modification or addition is due to circumstances attributable to Walleaf.

Article 8 - Delivery and Transfer of Risk

As soon as the customer receives the purchased goods, the risk transfers from Walleaf to the customer.

Article 9 - Inspection and Complaints

The customer must inspect the delivered goods upon (or shortly after) delivery to verify that the quality and quantity conform to the agreement and applicable industry standards.
Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to Walleaf within 10 working days after delivery.
If a complaint is justified within the specified period, Walleaf has the right to either repair, replace, or cancel the delivery and issue a credit note for that part of the purchase price.
Minor deviations customary in the industry regarding quality, quantity, size, or finish cannot be held against Walleaf.
Complaints regarding one product do not affect other products or parts of the same agreement.
Once the goods have been processed by the customer, complaints are no longer accepted.

Article 10 - Samples and Models

If a sample or model has been shown or provided to the customer, it is presumed to serve as an indication only, unless explicitly agreed otherwise.
Dimensions and descriptions of products are also presumed to be indicative. Minor variations due to the production process or material properties are possible and do not entitle the customer to a complaint.

Article 11 - Delivery

Delivery takes place ‘ex-factory/store/warehouse,’ meaning all costs are borne by the customer.
The customer is obligated to take possession of the goods when Walleaf delivers them or has them delivered, or when they are made available according to the agreement.
If the customer refuses delivery or fails to provide necessary information or instructions for delivery, Walleaf is entitled to store the goods at the customer’s expense and risk.
If delivery includes shipping, Walleaf may charge delivery costs.
If Walleaf requires information from the customer for order fulfillment, the delivery time starts after the customer has provided this information.
A delivery period specified by Walleaf is indicative and not a strict deadline. If the period is exceeded, the customer must notify Walleaf in writing.
Walleaf is entitled to deliver goods in parts unless otherwise agreed in writing or partial deliveries are of no independent value. In case of partial deliveries, Walleaf may invoice separately.

Article 12 - Force Majeure

If Walleaf is unable to fulfill their obligations due to force majeure, they are not liable for any damage incurred by the customer.
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
Furthermore, the parties consider force majeure to include situations where suppliers on whom the seller depends for the execution of the agreement fail to meet their contractual obligations to the seller, unless this is attributable to the seller.
If a situation of force majeure arises as a result of which Walleaf cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Walleaf can comply with it. From the moment that a force majeure situation in the previous sentence has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
If force majeure lasts more than three months, the customer may terminate the agreement immediately via registered letter.

Article 13 - Transfer of Rights

A party’s rights under this agreement cannot be transferred without prior written consent from the other party. This provision has proprietary effect under Article 3:83(2) of the Dutch Civil Code.

Article 14 - Retention of Title and Right of Retention

Goods and delivered items and parts remain the property of Walleaf until the customer has paid the full agreed price. Until then, Walleaf may invoke its retention of title and reclaim the goods.
If the agreed advance payments are not made on time, Walleaf has the right to suspend work until the agreed amount is paid. This constitutes creditor default. A delayed delivery cannot be attributed to Walleaf in such a case.
Walleaf is not entitled to pledge or otherwise encumber the goods subject to retention of title.
Walleaf is obliged to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as against theft and to provide the policy for inspection upon first request.
If items have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, Walleaf has a right of retention. The item will not be delivered until the customer has paid in full as agreed.
In the event of liquidation, insolvency, or suspension of payment by the customer, the customer’s obligations become immediately due and payable.

Article 15 - Liability

Any liability for damages arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the liability insurance policy(ies) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
The liability of Walleaf for damages resulting from intentional misconduct or gross negligence by Walleaf or its managerial subordinates is not excluded.
The customer is required to use the product in accordance with the enclosed manual and clear instructions from Walleaf. If the customer fails to follow these specific instructions or uses the product incorrectly, Walleaf is not liable for any damage, defects, or other consequences arising from this.

Article 16 - Duty to Complain

The customer is obliged to report complaints about delivered products to Walleaf immediately. The complaint must contain a description of the defect as detailed as possible so that Walleaf is able to respond adequately.
If a complaint is justified, Walleaf is obliged to repair or replace the product.

Article 17 – Warranties

If warranties are included in the agreement, the following applies. Walleaf guarantees that the product conforms to the agreement, functions without defects, and is suitable for the intended use by the customer. This warranty is valid for a period of two calendar years after the customer receives the product.
This warranty is intended to establish a risk distribution between Walleaf and the customer, ensuring that any breach of warranty is entirely at Walleaf’s expense and risk. Walleaf can never invoke Article 6:75 of the Dutch Civil Code regarding a warranty breach. This also applies if the breach was known or could have been known by the customer through investigation.
This warranty does not apply if the defect results from improper or inappropriate use, failure to comply with specific instructions in the manual, unauthorized modifications by the customer or third parties, or use of the product for unintended purposes.
If the warranty provided by Walleaf concerns an item manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.

Article 18 - Intellectual Property

Walleaf retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all products, designs, drawings, documents, data carriers, offers, images, sketches, models, prototypes, etc., unless otherwise agreed in writing by the parties.
The customer may not copy, show, make available to third parties, or otherwise use these intellectual property rights without prior written consent from Walleaf.

Article 19 - Amendments to General Terms and Conditions

Walleaf is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Walleaf with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Article 20 - Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Walleaf is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.

Article 21 - Attribution

These terms and conditions were created using a document from Rocket Lawyer.

These terms and conditions have been applicable since January 1, 2025.