General Terms and Conditions
These general terms and conditions apply to every agreement in which bin-bags.shop acts as seller and/or lessor (hereinafter referred to as the “Agreement”). In these terms, “Customer” means any natural person, legal entity, and/or partnership who is a buyer or lessee in an Agreement, as well as any party to whom an agreement-related declaration is addressed.
Article 1 – Agreement
- All offers made by bin-bags.shop are non-binding and remain valid for 14 calendar days unless a different validity period is stated in the offer or the validity period is extended in writing by bin-bags.shop.
- An Agreement is formed when the Customer accepts the offer from bin-bags.shop or cooperates with the delivery in accordance with the offer. The offer from bin-bags.shop shall constitute the definitive representation of the Agreement.
- In cases where bin-bags.shop has not made an offer, the Agreement is formed by written confirmation of an order by bin-bags.shop or by delivery in accordance with the order. Only the written confirmation or invoice from bin-bags.shop shall be deemed to correctly reflect the content of the Agreement.
- Any errors or omissions contained in an offer or the Agreement are not part of the Agreement. General information not specifically directed to the Customer is also excluded from the Agreement.
- Any changes or additions to the Agreement shall only be valid if confirmed in writing by bin-bags.shop.
- Bin-bags.shop reserves the right to terminate the Agreement, in whole or in part, immediately and unilaterally or to suspend the performance of the Agreement immediately, and to claim damages if one or more of the following events occur:
- The Customer fails to meet one or more obligations arising from the Agreement,
- The Customer commits a criminal offense,
- A request is filed under debt restructuring procedures concerning the Customer,
- A request is filed for granting a suspension of payment to the Customer,
- A request is filed for the Customer’s bankruptcy,
- The Customer is declared legally incompetent,
- The Customer loses control over its assets,
- A conservatory or enforceable attachment is placed on the Customer by bin-bags.shop,
- A decision is made leading to the dissolution or liquidation of the Customer,
- Shares in the Customer are transferred to parties other than those holding the shares at the time of entering the Agreement,
- There is a merger or demerger involving the Customer.
- The Customer is obligated to immediately inform bin-bags.shop of the occurrence of any of the events referred to above.
- The Customer may only unilaterally terminate the Agreement if this right is contractually agreed or granted by applicable law. Termination by the Customer shall in no case relate to products already delivered under the Agreement. Should the Customer validly terminate the Agreement, the Customer must compensate bin-bags.shop for all costs incurred in connection with the offer, formation, and performance of the Agreement.
- If the Customer validly dissolves the Agreement, the Customer is obliged to return any products delivered under the Agreement to bin-bags.shop within seven (7) calendar days following the dissolution. Bin-bags.shop will refund any sums due to the Customer after the products have been returned.
- The Customer is not entitled to dissolve the Agreement, in whole or in part, if the Customer is in default.
- Termination and dissolution of the Agreement must be made in writing to be valid and do not entitle bin-bags.shop to any compensation (including damages).
- In the event of termination or dissolution of the Agreement, payment obligations for products delivered prior to termination remain immediately due.
- The formation of successive Agreements does not obligate bin-bags.shop to enter into a continuous or framework agreement.
Article 2 – Delivery
- The delivery periods stated by bin-bags.shop are based on the best available information at the time the Agreement is concluded. Although bin-bags.shop strives to adhere to the agreed delivery periods, these periods do not form an essential part of the Agreement. Delays due to circumstances beyond the control of bin-bags.shop are not attributable to bin-bags.shop.
- Unless otherwise agreed, delivery of the products takes place after full payment of the amounts due to bin-bags.shop and at the address of bin-bags.shop.
- The Customer is obliged to accept delivery of the products at the agreed time or, if no specific time is agreed, upon the first request from bin-bags.shop.
- The transfer of products is subject to the condition that all payments due for the products are made on time by the Customer.
- Risk in the products passes to the Customer upon delivery (or upon failure by the Customer to accept the products in due time).
- The Customer must inspect the products and their conformity at the time of delivery and must immediately, but no later than seven calendar days after delivery, notify bin-bags.shop in writing of any suspected non-conformity or defects. If no objection is raised within this period or if the products are partly or fully used, the delivery is deemed to comply with the Agreement.
- Bin-bags.shop is not obliged to accept the return of products from the Customer unless required by mandatory law. Acceptance of returned products does not imply recognition of the reason for the return. Until bin-bags.shop confirms in writing that the full amount for such products is not due, the Customer remains liable for payment. If bin-bags.shop does not accept returned products, the Customer must reimburse bin-bags.shop for any costs incurred in connection with those products.
- In cases where the Agreement pertains to a lease rather than a sale, the terms “delivery” and “delivered” shall be interpreted as “provision for use” and “provided for use”, respectively. In Article 2.4, the term “sale” shall be read as “lease”.
Article 3 – Prices and Payment
- All prices and rates indicated by bin-bags.shop are exclusive of any amounts payable to third parties (including taxes and other governmental charges) and exclusive of costs for storage, transport, shipping, and insurance.
- Bin-bags.shop reserves the right to adjust prices and rates according to the general consumer price index (CBS) and/or changes in costs payable to third parties for the performance of the Agreement. Such price adjustments do not affect the Agreement.
- Unless otherwise agreed, the Customer must pay all amounts due no later than 14 calendar days after invoicing, using the payment method indicated by bin-bags.shop. Bin-bags.shop reserves the right to invoice from the moment the Agreement is concluded.
- In the event of late payment, the Customer will be charged statutory interest on the overdue amounts from the end of the payment term, as well as the actual costs incurred by bin-bags.shop for all collection actions (including unliquidated legal and court costs).
- The Customer is not entitled to suspend payment obligations or set off amounts against any obligations of bin-bags.shop.
- Upon first request, the Customer must pay an advance equal to the amount due. Failure to pay the advance may result in the suspension of performance by bin-bags.shop.
Article 4 – Intellectual Property
- All intellectual property rights related to any product developed and/or delivered under the Agreement—including labels, packaging, and other derivatives—are the exclusive property of bin-bags.shop and/or its licensors.
- The Customer is not permitted to reproduce or modify the delivered products, nor to represent itself as the creator or rights-holder. Additionally, the Customer may not remove or alter any indications regarding intellectual property rights on the products.
- Bin-bags.shop will indemnify the Customer solely against third-party claims related to intellectual property rights for products delivered under the Agreement, provided that the Customer immediately notifies bin-bags.shop in writing, leaves the handling of the claim to bin-bags.shop, and the infringement is either legally established or acknowledged by bin-bags.shop. This indemnity:
- Includes the obligation of bin-bags.shop to repurchase the affected products (with repayment of the agreed price, if paid) or to supply equivalent replacement products,
- Expires if the affected products have been modified by any party other than bin-bags.shop.
Article 5 – Liability
- Bin-bags.shop is only liable for failures in the performance of the Agreement that are fully attributable to bin-bags.shop.
- Bin-bags.shop is not liable for:
- Acts or omissions by the Customer or third parties,
- Incorrect or incomplete information provided by the Customer or third parties,
- Decisions or instructions originating from the Customer,
- Use of (inappropriate) tools, communication or storage facilities,
- Transmission of electronic information or declarations,
- Unlawful actions or omissions by involved assistants.
- Liability for defects in delivered products arises only after the Customer has immediately notified bin-bags.shop in writing upon discovery (or upon becoming aware of a defect) and has allowed a reasonable period for repair or replacement.
- For other failures in performance, the Customer must similarly notify bin-bags.shop immediately in writing and allow a reasonable opportunity for compliance.
- Any compensation for damages by bin-bags.shop is limited to direct financial loss and shall not exceed:
- The amount paid out by bin-bags.shop’s liability insurance, plus any applicable deductible, or
- In the absence of such insurance payment, the amount due from the Customer under the Agreement.
- Consequential damages, lost profits, fines, or third-party claims are excluded from the liability limits.
- The Customer shall indemnify bin-bags.shop against any third-party claims related to the performance of the Agreement, insofar as bin-bags.shop is not itself liable under the Agreement.
- Third parties involved in the performance of the Agreement shall have the right to invoke the liability provisions contained in this Article.
Article 6 – Force Majeure
- If, due to force majeure (such as disruptions by suppliers, production or data communication failures, work stoppages, governmental measures, extreme weather conditions, or significant employee absenteeism), bin-bags.shop is temporarily unable to perform the Agreement, it may suspend performance in whole or in part for the duration of the force majeure.
- If force majeure leads to a permanent inability to perform the Agreement, bin-bags.shop reserves the right to immediately terminate the Agreement, in whole or in part.
- The Customer is not entitled to demand performance or to dissolve the Agreement if the non-performance is due to force majeure at bin-bags.shop.
Article 7 – Miscellaneous Provisions
- These general terms and conditions form an integral part of the Agreement.
- Rights and obligations arising from the Agreement may not be transferred by the Customer without the written consent of bin-bags.shop.
- The Customer is considered in default immediately upon breaching any obligation under the Agreement.
- Claims by the Customer shall expire after 12 months, subject to applicable statutory provisions.
- All obligations of the Customer under the Agreement are joint and several with any person or entity associated with the Customer.
- Any disputes arising from the Agreement shall be exclusively submitted to the competent court in the district where bin-bags.shop is located.
- The Agreement is governed exclusively by Dutch law. Non-Dutch versions of these terms shall not deviate from the Dutch text; the Dutch version is binding.
- The invalidity or annulment of one or more provisions of these general terms and conditions shall not affect the validity of the remaining provisions.
- In these terms, the word “product” also includes “product component.”
- Deviating terms are only valid if they have been recorded or accepted in writing by bin-bags.shop.
Date: 01-03-2025
Location: Stationsplein 9 ,1012 AB, Amsterdam