Terms of service

General Terms and Conditions of Xrosjean

E-mail: info@xrosjean.com
Website: xrosjean.com

Article 1 – Definitions

Xrosjean: Xrosjean, established in Bergen op Zoom, Chamber of Commerce number KVK 92273467.
Customer: the party with whom Xrosjean has entered into an agreement.
Parties: Xrosjean and the Customer jointly.
Consumer: a Customer who is also an individual acting in a private capacity.

Article 2 – Applicability

These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Xrosjean.

Xrosjean and the Customer may only deviate from these terms and conditions if this has been agreed in writing.

Xrosjean and the Customer expressly exclude the applicability of the general terms and conditions of the Customer or of third parties.

Article 3 – Prices

Xrosjean applies prices in euros, including VAT and excluding any additional costs such as administrative or shipping costs, unless agreed otherwise in writing.

Xrosjean may change the prices of its services and products on its website and in other communications at any time.

Increases in the cost prices of products or parts thereof that Xrosjean could not foresee at the time of making the offer or concluding the agreement may result in price increases.

The Consumer has the right to terminate the agreement due to a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.

Article 4 – Samples and Models

If the Customer has received a sample or model of a product, no rights may be derived from it other than that it is an indication of the nature of the product, unless it has been agreed in writing that the products to be supplied will correspond with the sample or model.

Article 5 – Payments and Payment Term

Xrosjean may require a down payment of up to 50% of the agreed amount when entering into the agreement.

The Customer must pay any outstanding amount after delivery within the agreed payment term following delivery.

The payment terms applied by Xrosjean are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term, the Customer is automatically in default, without Xrosjean having to send a reminder or notice of default.

Xrosjean may make delivery conditional upon immediate payment or require security for the total amount of the services or products.

Article 6 – Right of Reclamation

If the Customer is in default, Xrosjean may invoke the right of reclamation with regard to the unpaid products delivered to the Customer.

Xrosjean will invoke its right of reclamation by means of a written or electronic notification to the Customer.

Once the Customer has been informed of the invoked right of reclamation, the Customer must immediately return the relevant products to Xrosjean, unless agreed otherwise in writing.

The costs of retrieving or returning the products as referred to in paragraph 3 shall be borne by the Customer.

Article 7 – Right of Withdrawal

The Consumer has the right to return purchased items within 14 days of ordering. To exercise this right, the Consumer must first contact us at info@xrosjean.com.

All original packaging, including price tags and labels, must be fully intact. No tape may be attached directly to the product.

All items must be returned in a box or shipping bag to protect their shape and condition.

Returns that do not comply with our return policy will not be accepted. If we are required to send the item(s) back to the Customer, we may charge the shipping costs.

Please note:
2nd Choice items are final sale and cannot be returned or exchanged. Due to their discounted price and clearly described imperfections, these items are excluded from our standard return policy.

The Consumer must return the product within 14 days after notifying Xrosjean of the withdrawal. Failing this, the right of withdrawal will lapse.

Article 8 – Reimbursement of Delivery Costs

If the Consumer has timely exercised the right of withdrawal and has returned the complete order to Xrosjean in time, Xrosjean will reimburse any shipping costs paid by the Consumer within 14 days after receipt of the complete returned order.

Delivery costs will only be reimbursed by Xrosjean if the entire order is returned.

Article 9 – Return Costs

If the Consumer exercises the right of withdrawal and returns the complete order on time, the Customer shall bear the costs of return shipment.

Article 10 – Right of Retention

Xrosjean may exercise its right of retention and keep products belonging to the Customer until the Customer has paid all outstanding invoices owed to Xrosjean, unless the Customer has provided sufficient security for those costs.

The right of retention also applies on the basis of previous agreements under which the Customer still owes payment to Xrosjean.

Xrosjean is not liable for any damage suffered by the Customer as a result of exercising its right of retention.

Article 11 – Retention of Title

Xrosjean remains the owner of all delivered products until the Customer has paid all outstanding invoices relating to the underlying agreement, including claims resulting from failure to perform.

Until ownership has passed, Xrosjean may invoke its retention of title and reclaim the goods.

Before ownership has transferred to the Customer, the Customer may not pledge, sell, transfer, or otherwise encumber the products.

If Xrosjean invokes its retention of title, the agreement will be dissolved and Xrosjean may claim damages, lost profits, and interest from the Customer.

Article 12 – Delivery

Delivery takes place while stocks last.

Delivery takes place at Xrosjean, unless agreed otherwise.

Delivery of online ordered products takes place at the address specified by the Customer.

If the Customer does not pay the agreed amounts or does not pay on time, Xrosjean may suspend its obligations until payment has been made.

In case of late payment, the Customer is in creditor default, and cannot hold Xrosjean liable for delayed delivery.

Article 13 – Delivery Time

Delivery times stated by Xrosjean are indicative. If delivery takes place later, the Customer may not derive any rights from this, unless agreed otherwise in writing.

The delivery time commences once the Customer has fully completed the ordering process and has received confirmation from Xrosjean.

The Customer is not entitled to compensation nor may dissolve the agreement in case of late delivery, unless agreed otherwise in writing or if Xrosjean fails to deliver within 14 days after written notice of default, or if otherwise agreed.

Article 14 – Actual Delivery

The Customer must ensure that actual delivery of the ordered products can take place in a timely manner.

Article 15 – Transport Costs

Transport costs shall be borne by the Customer, unless agreed otherwise in writing between the Customer and Xrosjean.

Article 16 – Packaging and Shipping

If the packaging of a delivered product is opened or damaged, the Customer must have the carrier make a note of this before accepting the product. If the Customer fails to do so, Xrosjean cannot be held liable for any damage.

If the Customer arranges transport themselves, any visible damage to products or packaging must be reported to Xrosjean prior to transport. Failing this, Xrosjean cannot be held liable for any damage.

Article 17 – Storage

If the Customer collects ordered products later than the agreed delivery date, the risk of any quality loss lies entirely with the Customer.

Any additional costs resulting from early or late collection of products shall be borne entirely by the Customer.

Article 18 – Warranty

The warranty on products only applies to defects caused by faulty manufacture, construction, or materials.

The warranty does not apply in the event of:

  • normal wear and tear

  • damage caused by accidents

  • damage resulting from modifications to the product

  • damage due to negligence or improper use by the Customer

  • cases where the cause of the defect cannot be clearly determined

The risk of loss, damage, or theft of the products that are the subject of an agreement between the Parties transfers to the Customer at the moment they are legally and/or actually delivered, or come into the control of the Customer or of a third party who receives the product on behalf of the Customer.

Article 19 – Exchanges

The Customer may exchange a purchased item under the following conditions:

  • exchange takes place within 14 days of purchase and the original invoice is presented

  • the product is returned in its original packaging and with the original price tag attached

  • the product has not been used

Discounted items, perishable products, customized items, or items specially adapted for the Customer cannot be exchanged.

Article 20 – Indemnity

The Customer indemnifies Xrosjean against all claims from third parties related to the products and/or services supplied by Xrosjean.

Article 21 – Complaints

The Customer must examine a product delivered or service provided by Xrosjean as soon as possible for any shortcomings.

If a delivered product or service does not meet what the Customer could reasonably expect, the Customer must inform Xrosjean within 1 month after discovering the shortcoming.

A Consumer must inform Xrosjean no later than 2 months after discovering the shortcoming.

The Customer must provide as detailed a description of the shortcoming as possible, so that Xrosjean can respond appropriately.

The Customer must demonstrate that the complaint relates to an agreement between the Customer and Xrosjean.

If a complaint concerns ongoing work, the Customer may not demand that Xrosjean perform work other than what has been agreed.

Article 22 – Notice of Default

Any notice of default must be submitted to Xrosjean in writing.

The Customer is responsible for ensuring that the notice of default reaches Xrosjean in a timely manner.

Article 23 – Liability of the Customer

If Xrosjean enters into an agreement with multiple Customers, each of them is jointly and severally liable for the performance of the obligations under that agreement.

Article 24 – Liability of Xrosjean

Xrosjean is only liable for damage suffered by the Customer if such damage was caused by intent or deliberate recklessness.

If Xrosjean is liable for damage, this liability only applies to direct damage related to the performance of the underlying agreement.

Xrosjean is not liable for indirect damage, such as consequential damage, loss of profit, or damage to third parties.

If Xrosjean is liable, this liability is limited to the amount paid out under its (professional) liability insurance policy. If no insurance has been taken out or no amount is paid out, liability is limited to the (part of the) invoice amount to which the liability relates.

All images, photographs, colors, drawings, and descriptions on the website or in a catalogue are indicative only and cannot give rise to compensation, dissolution, or suspension.

Article 25 – Expiry Period

Any right of the Customer to claim damages from Xrosjean shall expire 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Article 26 – Dissolution

The Customer may dissolve the agreement if Xrosjean culpably fails to perform its obligations, unless the failure does not justify dissolution due to its special nature or minor significance.

If performance by Xrosjean is still possible, dissolution may only take place after Xrosjean has been declared in default.

Xrosjean may dissolve the agreement if the Customer fails to fully or timely comply with its obligations, or if circumstances give Xrosjean good reason to believe that the Customer will not comply.

Article 27 – Force Majeure

In addition to Section 6:75 of the Dutch Civil Code, a failure by Xrosjean cannot be attributed to Xrosjean if there is a case of force majeure.

Force majeure includes, among other things:

  • emergencies such as civil war or natural disasters

  • non-performance or force majeure by suppliers, delivery services, or others

  • power, electricity, internet, computer, or telecommunications failures

  • computer viruses

  • strikes

  • government measures

  • transport problems

  • adverse weather conditions

  • work stoppages

If a force majeure situation prevents Xrosjean from fulfilling one or more obligations, those obligations will be suspended until performance becomes possible again.

If the force majeure situation lasts at least 30 calendar days, both the Customer and Xrosjean may dissolve the agreement in whole or in part in writing.

In a force majeure situation, Xrosjean is not obliged to compensate any damage suffered by the Customer, even if Xrosjean benefits from the situation.

Article 28 – Amendment of the Agreement

If it is necessary to amend a concluded agreement for its execution, the Customer and Xrosjean may adjust the agreement accordingly.

Article 29 – Amendment of the General Terms and Conditions

Xrosjean may amend these general terms and conditions.

Minor amendments may be implemented at any time.

Substantial amendments will, as far as possible, be discussed with the Customer in advance.

A Consumer may terminate the underlying agreement in the event of a substantial amendment to the general terms and conditions.

Article 30 – Transfer of Rights

The Customer may not transfer any rights arising from an agreement with Xrosjean to third parties without the prior written consent of Xrosjean.

This provision has property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.

Article 31 – Consequences of Nullity or Annulment

If one or more provisions of these general terms and conditions are null and void or voidable, this does not affect the validity of the remaining provisions.

A provision that is null and void or voidable shall be replaced by a provision that most closely reflects Xrosjean’s original intention when drafting these terms.

Article 32 – Applicable Law and Competent Court

These general terms and conditions and any underlying agreement between the Customer and Xrosjean are governed by Dutch law.

The court in the district where Xrosjean has its registered office has exclusive jurisdiction to hear any disputes between the Customer and Xrosjean, unless otherwise provided by law.

Drawn up on 06 May 2024.