Terms and conditions

Passimoncello Terms and Conditions
Email: info@passimoncello.nl
Website: www.passimoncello.nl

Definitions

1. Passimoncello B.V., established in Eindhoven under Chamber of Commerce number 91501091.
2. Customer: the person with whom Passimoncello has entered into an agreement.
3. Parties: Passimoncello and the customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements
and deliveries of services or products by or on behalf of Passimoncello.
2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
3. The parties expressly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or of
third parties.

Prices

1. All prices charged by Passimoncello are in euros, exclude VAT and exclude any other costs such as
administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. All prices charged by Passimoncello for its products, on its website or otherwise communicated,
are subject to change by Passimoncello at any time.
3. Increases in the cost prices of products or parts thereof, which Passimoncello could not foresee at the time
of making the offer or concluding the agreement, may give rise to
price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in
paragraph 3, unless the increase is the result of a statutory regulation.

Monsters en modellen

If the customer has received a sample or model of a product, he cannot derive any rights from this
other than that it is an indication of the nature of the product, unless the parties have expressly agreed
that the products to be delivered correspond to the sample or model.

Payments and payment terms

1. The customer must pay Passimoncello within 14 days of the invoice date, unless the parties have agreed otherwise
or a different payment term is stated on the invoice.
2. Payment terms are considered strict payment terms. This means that if the customer has not paid the
agreed amount by the last day of the payment term, they are legally in
default and at fault, without Passimoncello having to send the customer a reminder or declare them to be in default.
3. Passimoncello reserves the right to make a delivery conditional upon immediate payment or to
require security for the total amount of the services or products.

Consequences of late payment

1. If the customer fails to pay within the agreed term, Passimoncello is entitled to charge the statutory interest rate of 8%
per month for commercial transactions from the day the customer is in default, whereby part of a month is counted as a whole month.
2. If the customer is in default, he is also liable for extrajudicial collection costs and any compensation owed to Passimoncello.
2. If the customer is in default, they will also owe Passimoncello extrajudicial collection costs and any compensation.
3. The collection costs will be calculated on the basis of the Extrajudicial Collection Costs Decree.
4. If the customer fails to pay on time, Passimoncello may suspend its obligations until the customer has fulfilled his
payment obligation.
5. In the event of liquidation, bankruptcy, seizure or suspension of payments on the part of the customer, Passimoncello’s claims
against the customer shall become immediately due and payable.
6. If the customer refuses to cooperate with Passimoncello in the performance of the agreement, he is still
obliged to pay Passimoncello the agreed price.

Right of appeal

1. As soon as the customer is in default, Passimoncello is entitled to invoke the right of reclamation with regard to the
unpaid products delivered to the customer.
2. Passimoncello invokes the right of reclamation by means of a written or electronic notification.
3. As soon as the customer has been notified of the invoked right of reclamation, the customer must immediately return the products to which this
right relates to Passimoncello, unless the parties agree otherwise.
4. The costs of retrieving or returning the products shall be borne by the customer.

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this
agreement.

Right of retention

1. Passimoncello may invoke its right of retention and, in that case, retain the customer’s products in its possession
until the customer has paid all outstanding invoices to Passimoncello, unless the customer has provided sufficient security for those
costs.
2. The right of retention also applies on the basis of previous agreements under which the customer still owes payments
to Passimoncello.
3. Passimoncello is never liable for any damage that the customer may suffer as a result of
exercising its right of retention.

Settlement

Unless the customer is a consumer, the customer waives their right to set off a debt owed to Passimoncello
against a claim against Passimoncello.

Retention of title

1. Passimoncello remains the owner of all delivered products until the customer has fully complied with all his
payment obligations towards Passimoncello on the basis of any agreement concluded with Passimoncello,
including claims relating to failure to comply.
2. Until that time, Passimoncello may invoke its retention of title and take back the goods.
3. Before ownership has been transferred to the customer, the customer may not pledge, sell, dispose of
or otherwise encumber the products.
4. If Passimoncello invokes its retention of title, the agreement shall be deemed dissolved and Passimoncello shall be entitled to claim compensation, lost profit and interest.
Article 10.

Delivery

1. Delivery will take place while stocks last.
2. Delivery will take place at Passimoncello, unless the parties have agreed otherwise.
3. Delivery of products ordered online will take place at the address specified by the customer.
4. If the agreed amounts are not paid or not paid on time, Passimoncello has the right to suspend its
obligations until the agreed part has been paid.
5. Late payment constitutes creditor default, with the result that the customer cannot hold Passimoncello responsible for late delivery.
6. Passimoncello reserves the right to charge additional costs in the event of late payment.

Delivery Time

1. The delivery times specified by Passimoncello are indicative and do not entitle the customer to
termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
2. The delivery time commences when the customer has completed the (electronic) ordering process and has received
an (electronic) confirmation from Passimoncello.
3. Exceeding the specified delivery time does not entitle the customer to compensation or to
terminate the agreement, unless Passimoncello is unable to deliver within 14 days of receiving a written reminder to do so
or the parties have agreed otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transport costs

Transport costs shall be borne by the customer, unless the parties have agreed otherwise.

Packaging and shipping

1. If the packaging of a delivered product is opened or damaged, the customer must, before accepting the product, have the forwarder or delivery person make a note of this, failing which Passimoncello cannot be held liable for any damage.
2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or packaging to Passimoncello prior to transport.
2. If the customer is responsible for transporting a product, they must report any visible damage to
products or packaging to Passimoncello prior to transport, failing which
Passimoncello cannot be held liable for any damage.

Storage

1. If the customer takes delivery of the ordered products later than the agreed delivery date, the risk of any potential loss of quality rests entirely with the customer.
2. Any additional costs resulting from early or late collection/delivery of the products shall be borne entirely by the customer.

Warranty

1. The warranty relating to the products applies exclusively to defects caused by faulty manufacturing, construction, or materials.
2. The warranty does not apply in the case of normal wear and tear or damage resulting from accidents, modifications made to the product, negligence, or improper use by the customer, nor when the cause of the defect cannot be clearly determined.
3. The risk of loss, damage, or theft of the products that are the subject of an agreement between the parties shall pass to the customer at the moment the products are legally and/or physically delivered, or otherwise come into the possession of the customer or of a third party who receives the products on behalf of the customer.

Disclaimer

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

Complaints

1. The customer must examine a product or service delivered by Passimoncello as soon as possible for any deficiencies.
2. If a delivered product or service does not meet the customer’s reasonable expectations of the agreement, the customer must inform Passimoncello as soon as possible, but in any case within one month of discovering the deficiencies.
3. Consumers must inform Passimoncello of these deficiencies no later than two months after discovering them.
4. The customer must provide as detailed a description as possible of the deficiency so that Passimoncello can respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this cannot, in any case, result in Passimoncello being required to perform work other than that agreed upon.

Notice of default

1. The customer must notify Passimoncello of any notice of default in writing.
2. It is the customer’s responsibility to ensure that any notice of default actually reaches Passimoncello (in a timely manner).

Customer’s joint and several liability

If Passimoncello enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts owed to Passimoncello under that agreement.

Liability Passimoncello

1. Passimoncello is solely liable for any damage suffered by the customer if and insofar as that damage is
caused by intent or deliberate recklessness.
2. If Passimoncello is liable for any damage, it is only liable for direct damage
arising from or related to the performance of an agreement.
3. Passimoncello is never liable for indirect damage, such as consequential damage, lost profits, lost savings,
or damage to third parties.
4. If Passimoncello is liable, this liability is limited to the amount paid by a
(professional) liability insurance policy. In the absence of (full) payment of the damage amount by an
insurance company, liability is limited to the (part of the)
invoice amount to which the liability relates. 5. All images, photos, colors, drawings, and descriptions on the website or in a catalog are for informational purposes only and are approximate only. They cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.

Expiration date

Any right the customer has to claim damages from Passimoncello will expire in any case 12 months after the event
from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89
of the Dutch Civil Code.

Right of termination

1. The customer has the right to terminate the agreement if Passimoncello is culpably in breach of its obligations, unless this breach, given its exceptional nature or minor significance, does not justify termination.
2. If Passimoncello’s fulfillment of its obligations is not permanently or temporarily impossible, termination can only take place after Passimoncello is in default.
3. Passimoncello has the right to terminate the agreement with the customer if the customer fails to fulfill its obligations under the agreement in full or in a timely manner, or if Passimoncello becomes aware of circumstances that give it good reason to fear that the customer will not be able to properly fulfill its obligations.

Force majeur

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Passimoncello to fulfill any obligation to the customer cannot be attributed to Passimoncello in a situation beyond Passimoncello’s control, which prevents the fulfillment of its obligations to the customer in whole or in part, or which makes fulfillment of its obligations unreasonably impossible to expect from Passimoncello.
2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to –: emergency situations (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure by suppliers, delivery companies, or other third parties; unexpected power, electricity, internet, computer, and telecom outages; computer viruses,
strikes, government measures, unforeseen transport problems, adverse weather conditions, and
work stoppages.
3. If a force majeure situation occurs that prevents Passimoncello from fulfilling one or more obligations to the customer, those obligations will be suspended until Passimoncello is able to fulfill them again.
4. If a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in writing, in whole or in part.
5. In the event of force majeure, Passimoncello is not liable for any compensation (for damages), even if it derives any benefit from the force majeure situation.

Amendment of the agreement

1. If, after the conclusion of the agreement, it appears necessary to amend or supplement its content for its performance, the parties will amend the agreement accordingly in a timely manner and in mutual consultation.
2. The preceding paragraph does not apply to products purchased in a physical store.

Changes to the general terms and conditions

1. Passimoncello is entitled to amend or supplement these terms and conditions.
2. Minor changes can be made at any time.
3. Passimoncello will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a material change to the terms and conditions.

Transfer of rights

1. The customer’s rights under an agreement between the parties may not be transferred to third parties without the prior written consent of Passimoncello.
2. This provision is considered a clause with property law effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Consequences of nullity or voidability

1. If one or more provisions of these terms and conditions are found to be void or voidable, this will not affect the remaining provisions of these terms and conditions.
2. A provision that is void or voidable will be replaced by a provision that comes closest to what Passimoncello intended when drafting the terms and conditions.

Applicable law and competent court

1. Dutch law applies exclusively to all agreements between the parties.
2. The Dutch court in the district where Passimoncello is established/practices/has its office has
exclusive jurisdiction to hear any disputes between the parties, unless mandatory law prescribes otherwise.

Created on October 1, 2022.