Terms & Conditions

Definitions

1. Sylvia Esquivel: Sylvia Esquivel, established in Apeldoorn, Chamber of Commerce no. 67372880.
2. Customer: the party which Sylvia Esquivel has entered into an agreement with.
3. Parties: Sylvia Esquivel and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Sylvia Esquivel.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices

1. All prices used by Sylvia Esquivel are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Sylvia Esquivel is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
3. The parties agree on a total price for a service provided by Sylvia Esquivel. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
4. Sylvia Esquivel is entitled to deviate up to 10% of the target price.
5. If the target price exceeds 10%, Sylvia Esquivel must let the customer know in due time why a higher price is justified.
6. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
7. Sylvia Esquivel has the right to adjust prices annually.
8. Sylvia Esquivel will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
9. The consumer has the right to terminate the contract with Sylvia Esquivel if he does not agree with the price increase.

Payments and payment term

1. Products are immediately paid for.
2. Sylvia Esquivel may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
3. The customer must pay invoices of Sylvia Esquivel within 1 day, unless parties have made other agreements about this or if the invoice has a different payment term.
4. 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 Sylvia Esquivel having to send the customer a reminder or to put him in default.
5. Sylvia Esquivel reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

1. If the customer does not pay within the agreed term, Sylvia Esquivel is entitled to charge an interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Sylvia Esquivel.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the customer does not pay on time, Sylvia Esquivel may suspend its obligations until the customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Sylvia Esquivel on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Sylvia Esquivel, he is still obliged to pay the agreed price to Sylvia Esquivel.

Right of recovery of goods

1. As soon as the customer is in default, Sylvia Esquivel is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
2. Sylvia Esquivel invokes the right of recovery by means of a written or electronic announcement.
3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Sylvia Esquivel, unless the parties agree to make other arrangements about this.
4. The costs for the collection or return of the products are at the expense of the customer.

Intellectual property

1. Sylvia Esquivel retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, photos, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
2. The customer may not copy of have copied the intellectual property rights without prior written permission from Sylvia Esquivel, nor show them to third parties and/or make them available or use them in any other way.

Confidentiality

1. The client keeps any information he receives (in whatever form) from Sylvia Esquivel confidential.
2. The same applies to all other information concerning Sylvia Esquivel of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Sylvia Esquivel.
3. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information: – which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality – which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.

Penalties

1. If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Sylvia Esquivel an immediately due and payable fine of €1000 if the customer is a consumer and €5000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
2. No actual damage, prior notice of default or legal proceedings are required in foreiting the fine referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Sylvia Esquivel including its right to claim compensation in addition to the fine.

Indemnity

The customer indemnifies Sylvia Esquivel against all third-party claims that are related to the products and/or services supplied by Sylvia Esquivel.

Liability of Sylvia Esquivel

1. Sylvia Esquivel is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
2. If Sylvia Esquivel is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. Sylvia Esquivel is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Sylvia Esquivel is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Dissolution

1. The customer has the right to dissolve the agreement if Sylvia Esquivel imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Sylvia Esquivel is not permanent or temporarily impossible, dissolution can only take place after Sylvia Esquivel is in default.
3. Sylvia Esquivel has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Sylvia Esquivel good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Sylvia Esquivel in the fulfillment of any obligation to the customer cannot be attributed to Sylvia Esquivel in any situation independent of the will of Sylvia Esquivel, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Sylvia Esquivel.
2. 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 forcer 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.
3. If a situation of force majeure arises as a result of which Sylvia Esquivel cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Sylvia Esquivel can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Sylvia Esquivel does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Changes in the general terms and conditions

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

Transfer of rights

1. The customer cannot transfer its rights deferring from an agreement with Sylvia Esquivel to third parties without the prior written consent of Sylvia Esquivel.
2. This provision applies as a clause with a property law effect as referred to in Section 3:38 (2) Dutch Civil Code.

Consequences of nullity or annullability

1. 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.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Sylvia Esquivel had in mind when drafting the conditions on that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Sylvia Esquivel is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.