Terms & Conditions

1. APPLICABILITY

a) These terms and conditions apply to all offers from Dr. Smart Shop, hereinafter referred to as the seller, as well as to all purchase and sales agreements concluded between the seller and its contracting party, hereinafter referred to as the buyer.
b) Deviations from these conditions shall only apply if expressly agreed by the seller and the buyer and if these deviations have also been confirmed in writing by the seller to the buyer. c) Any general purchasing conditions of the buyer are excluded from these conditions unless expressly confirmed in writing.

2. OFFERS

a) All offers made by the seller, including price lists provided by the seller, are without obligation, unless they contain a term for acceptance.
b) The offers are based on the data provided with the request and on the prices and wages applicable on the date of the offer. The prices stated in a quotation are exclusive of VAT.
c) If a non-binding offer from the seller is accepted by the buyer, the seller has the right to revoke the offer within five working days after receipt of the acceptance.
d) In the case of a composite quotation, there is no obligation to deliver a part for a corresponding part of the price stated for the whole.

3. DELIVERY

a) The delivery date specified or agreed by the seller is informative, is approximate and will therefore never be considered a fatal term, unless expressly agreed otherwise in writing. If the specified delivery date is exceeded, the seller must have been put in default by the buyer by registered letter before being in default towards the buyer.
b) As long as the seller is not in default towards the buyer, it is not obliged to compensate the client for any damage incurred as a result of exceeding the specified delivery date.
c) Unless otherwise agreed, delivery will take place from the seller's warehouse.
d) The buyer is obliged to accept the goods to be delivered at the time when they are made available to him in accordance with the agreement or at the time when they are delivered to him. If the other party refuses to accept the goods or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the buyer's risk. In that case, the buyer will owe all additional costs, including in any case storage costs.
e) The seller is permitted to deliver the goods to be delivered in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the seller is authorised to invoice each part separately.
f) If delivery takes place using loan packaging, the buyer is obliged to return this loan packaging, at his own expense, empty and undamaged to the seller within 30 days of receipt.
g) Growing products are offered by the seller exclusively for the growing of plants whose possession is legally permitted. The buyer declares that he will not use these products for illegal or commercial growing activities. If the seller suspects that there is any intention for illegal growing activities, he reserves the right to refuse the buyer's purchase.

4. PRICE(CHANGES)

a) The prices agreed upon when the agreement is concluded are based on the information known at the time of conclusion and are exclusive of sales tax.
b) If, after the conclusion of the agreement between the seller and the buyer, circumstances arise with regard to the cost price factors that justify a change in the agreed price, the seller is entitled to change the price accordingly. Except in the event that the price change amounts to an increase of more than 10%, the buyer is not entitled to terminate the agreement in the event of a price change by the seller.
c) Cost price factors shall in any case include the prices of materials, raw materials, packaging, goods to be obtained from third parties, taxes, levies, freight rates, exchange rate changes, insurance premiums, while in addition, if government measures are announced that have results that cannot be regarded as normal commercial risks, the seller shall be entitled to charge surcharges on the prices accordingly.

5. SAMPLES, MODELS AND EXAMPLES

a) If the seller has shown or provided a model, sample or example, this is presumed to have been shown or provided only by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example, unless it is expressly stated that delivery would be made in accordance with the sample, model or example shown or provided.

6. WARRANTY AND REQUIREMENTS

a) The seller does not provide any guarantee on the delivered goods and bears no liability with regard to the application of the delivered goods, even if these are based on recommendations, advice or information provided by the seller or by third parties.
b) All requirements that the buyer wishes to make regarding the goods to be delivered and which deviate from the normal requirements must be expressly reported to the seller by the buyer when concluding the purchase agreement.
c) The delivered goods are not and do not have any effect as medicines within the meaning of the Medicines Supply Act or other laws and regulations.

7. CHANGES IN THE GOODS TO BE SUPPLIED

a) The seller is authorized to deliver items that deviate from the items described in the purchase agreement, without the buyer having the right to terminate the agreement, if it concerns changes in the items to be delivered, the packaging or accompanying documentation that are required to comply with applicable legal requirements or if it concerns minor changes to the item that constitute an improvement.

8. FORCE MAJEURE

a) In the event of force majeure, the seller is entitled to suspend the performance of the agreement until the circumstance giving rise to the force majeure no longer applies.
b) Force majeure is understood to mean any external cause, as well as circumstance, which in all fairness should not be at the seller's risk. Delays or default by (sub)suppliers, general lack of necessary raw materials and other items required for delivery, transport difficulties, stagnation in the import of the items to be delivered, business disruptions, excessive absenteeism due to illness, strikes and government measures and interventions are very expressly considered force majeure.
c) If the period of force majeure lasts longer than 3 months and if it is established that the force majeure is of a permanent nature, the seller and buyer can make an arrangement regarding the termination of the agreement and the associated consequences.
d) If the seller has already partially fulfilled its obligations at the time of the occurrence of force majeure, or is able to partially fulfil its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the buyer is obliged to pay this invoice as if it concerned a separate agreement. However, this does not apply if the part already delivered or the part that can be delivered has no independent value.
e) The seller reserves the right to invoke force majeure, even if the circumstance giving rise to this occurs after the execution of the agreement by the seller should have been (partially) completed.

9. CONTROL AND ADVERTISING

a) The buyer is obliged to check the purchased items upon delivery, but in any case within 3 working days of receipt, and to verify whether the delivered items correspond to what was agreed.
b) Any inaccuracies, incompleteness and/or defects with regard to the delivered goods which are discovered by the buyer after receipt must be notified to the seller immediately by registered letter or email.
c) The buyer must also report any hidden defects to the seller in writing, by signed letter or by email, within 8 working days of discovery, but no later than 30 days after delivery.
d) Complaints which reach the seller more than 30 days after receipt by the buyer of the delivered goods will no longer be processed by the seller and will result in the buyer forfeiting any claim.
e) Timely inspection and complaint do not suspend the obligation of the buyer to accept and pay for the goods to be delivered and/or delivered. The delivered goods can only be returned after prior written permission from the seller.

10. RESERVATION OF PROPERTY

a) The goods delivered by the seller shall remain the property of the seller until the buyer has fulfilled all of his obligations under all purchase agreements concluded with the seller, insofar as these obligations concern consideration(s) with regard to goods delivered or to be delivered or goods themselves and/or any claims due to non-compliance by the buyer with the purchase agreement(s).
b) Goods delivered by the seller, which are subject to the retention of title pursuant to the preceding paragraph, may only be resold in the context of normal business operations. The buyer is not authorised to pledge the delivered goods or to establish any other right thereto.
c) If the buyer fails to fulfil his obligations or there is reasonable fear that he will fail to do so, the seller is entitled to remove or have removed the delivered goods to which the retention of title applies from the buyer or third parties holding the goods for the buyer. The buyer is obliged to provide full cooperation in this regard, under penalty of a fine of 10% of the amount owed by him per day.
d) If third parties wish to establish or assert any right to the goods delivered under retention of title, the buyer is obliged to inform the seller as soon as may reasonably be expected.
e) The buyer undertakes, at the first request of the seller:
- to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by the seller;
- to pledge to the seller all claims of the buyer on insurers with regard to the goods delivered under retention of title in the manner prescribed in Article 3:239 of the Dutch Civil Code;
- to pledge to the seller the claims that the buyer obtains against its customers when reselling goods delivered by the seller under retention of title in the manner prescribed in Article 3:239 of the Dutch Civil Code;
to mark the goods delivered under retention of title as the property of the seller;
to cooperate in any other way with all reasonable measures that the seller wishes to take to protect its right of ownership with regard to the delivered goods and which do not unreasonably hinder the buyer in the normal exercise of its business.

11. DUTY TO WARN

a) The buyer is obliged to inform the seller immediately and fully as soon as he suspects or notices that he and/or third parties are suffering damage and/or any disadvantage or will suffer (further) damage and/or any disadvantage caused by the delivered goods.
b) In addition to its own duty of care to prevent or limit damage, the buyer is obliged to give the buyer every opportunity to prevent impending damage and/or any disadvantage or to limit damage and/or any disadvantage.
c) The buyer is obliged to indemnify the seller against claims by third parties regarding damage caused by the delivered goods.

12. LIABILITY

a) The seller shall not be liable to the buyer for any damage (direct or indirect) and/or any disadvantage arising from the goods delivered by the seller, except in the event that such damage is caused by intent or gross negligence on the part of the seller.
b) Under no circumstances, however, shall the seller be liable for damages in the form of loss of turnover, business damage and/or other consequential damage.
c) Should, taking into account the provisions of the preceding paragraphs of this article, it appear that the damage and/or any disadvantage incurred should be borne by the seller, the total liability of the seller shall be limited to an amount which, according to standards of reasonableness and fairness, is in proportion to the price agreed for the delivered goods and shall in no case be higher than the agreed price.
d) If the seller is held liable by a third party for damage and/or any loss for which the seller is not liable under the agreement with the buyer and/or these terms and conditions, the buyer shall fully indemnify the seller in this regard and reimburse the seller for everything that the seller must pay to this third party.
e) The burden of proof with respect to any alleged liability of the seller rests with the buyer, which is accepted by the buyer.

13. PAYMENT

a) The buyer undertakes to pay all invoices received from the seller within 7 days or the agreed payment term, without any deduction and without suspension due to alleged default, unless otherwise agreed.

b) In the event of default, liquidation, bankruptcy or suspension of payment by the buyer, his (payment) obligations will be immediately due and payable. Likewise, the (payment) obligations of the client will become immediately due and payable if the seller becomes aware of circumstances that give her good reason to fear that the client will not (be able to) meet her (payment) obligations.
c) Payment must be made in Dutch currency by means of a giro or bank transfer to a bank account specified by the seller. In the event of cash payment, the buyer must ensure that a receipt is issued by the seller.
d If the payment term of 7 days is exceeded, the buyer shall owe the seller interest on the amount due from the due date until the day of payment, without any notice of default being required, at a minimum of 1% per month, with interest over a part of a month being calculated as a full month.
e) The buyer shall also owe extrajudicial costs from the due date, which shall amount to 15% of the principal sum. However, if the seller demonstrates that he has incurred higher costs, including legal costs, which were reasonably necessary, these costs shall also have to be reimbursed by the buyer.
f) The buyer shall owe the seller the legal costs incurred by it in all instances, provided that these are not unreasonably high, if the seller and the buyer conduct legal proceedings in relation to an agreement to which these general terms and conditions apply and a court decision becomes final and binding in which the buyer is found to be completely or predominantly in the wrong.
g) Payments made by the buyer will always be used to settle all interest and costs due first and then the oldest outstanding invoices, even if the buyer states that the payment relates to a later invoice.

14. SECURITY

a) The seller is entitled, upon or after entering into the agreement, and before performing (further), to demand security from the buyer that the buyer will fulfil his (current and future) obligations towards the seller within a reasonable period of time.
b The buyer is at all times obliged to provide security in the event of bankruptcy, suspension of payments, cessation or liquidation of the company or if the buyer loses the power of disposal over all or part of his assets through seizure or otherwise.

15. RIGHT OF SUSPENSION

a) If the buyer fails to fulfil his obligations towards the seller, the latter shall have the right, without notice of default, to suspend the performance of the agreement on his part until performance has taken place on the part of the buyer.
b) The seller also has the right to suspend the performance of the agreement if circumstances come to its attention which give it good reason to fear that the buyer will not fulfil its obligations towards the seller.

16. TERMINATION OF THE AGREEMENT

a In the event that the buyer fails to comply with the agreement, the seller has the right to terminate the agreement in whole or in part by means of a written statement to that effect or by means of a court order.
b) If the agreement is terminated in whole or in part, the buyer is obliged to compensate the seller for the positive contractual interest.
c) The seller shall never be obliged to compensate the buyer for any damage resulting from the seller validly exercising its right to terminate the agreement in whole or in part.
d) If circumstances arise with regard to the goods to be delivered or the persons and/or materials which the seller uses or is accustomed to using in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required, the seller is entitled to terminate the agreement.

17. CONFIDENTIALITY

a) Except for the obligations imposed on him by law, the buyer is not permitted to provide confidential information about the seller and the business relationship between the buyer and seller to third parties.

18. RECOMMENDATION

a) The buyer is not permitted to promote the delivered goods in a manner that is not in accordance with statutory regulations, the nature of the delivered goods or the manner in which the seller usually does this.
b The buyer is also not permitted to grant a guarantee to third parties with regard to the application of the delivered goods, even if these are based on recommendations, advice or information provided by the seller or by third parties.
c) In the sale and promotion of the delivered goods, the buyer is permitted to use the sales material provided by the seller. However, the sales material provided remains the property of the seller at all times.
d) Seller expressly reserves the copyright on the sales material provided. The buyer is not permitted to make changes in or to the sales material.
e) If the buyer wishes to promote the delivered goods by means of sales material produced by himself or on his behalf, the buyer is only entitled to do so after written approval from the seller.

19. DISPUTE RESOLUTION

a) Notwithstanding the statutory rules for the jurisdiction of the civil court, any dispute between the buyer and the seller, if the Court has jurisdiction, will be settled by the Court of Rotterdam. However, the seller remains entitled to summon the buyer before the court that has jurisdiction according to the law or the applicable international treaty.

20. APPLICABLE LAW

a) Dutch law applies to every agreement between the seller and the buyer.

21. CHANGE OF THE TERMS

a) The seller is authorized to make changes to these conditions. These changes will enter into force at the announced time of entry into force. The seller will send the changed conditions to the buyer in a timely manner. If no time of entry into force has been communicated, changes will enter into force for the buyer as soon as the change has been communicated to her.