Art. 1 Identity of the entrepreneur

Name of entrepreneur: CUBE Store UK
Chamber of Commerce number: 30173231
Telephone number: 010 248 03 29
E-mail address: info@cubestores.co.uk

 

Art. 2 General - Applicability

These general terms and conditions of sale, delivery and payment ("Terms and Conditions") apply to every offer, quotation and agreement between CUBE Store UK, further referred to as: "User", and an Other Party to which User has declared these Terms and Conditions applicable.

Deviations from and/or additions to these terms and conditions will only apply if they have been agreed in writing between the User and the Other Party and only for that agreement in which the deviating clauses were made.

The present terms and conditions also apply to agreements with the User, the performance of which requires the User to involve third parties.

These general terms and conditions are also written for the User's employees and its management.

The applicability of any purchase or other conditions of the Other Party is expressly rejected.

In these terms and conditions, "consumer" shall mean an Other Party who is a natural person and not acting in the course of a business or profession.

If one or more provisions in these general terms and conditions are at any time fully or partially void or may be annulled, the other provisions of these general terms and conditions shall remain fully applicable. The User and the Other Party will then consult to agree on new provisions to replace the void or nullified provisions, taking into account the purpose and purport of the original provisions as much as possible.

If ambiguity exists regarding one or more provisions of these general terms and conditions, an explanation must be found in the 'spirit' of these provisions.

If situations arise that are not directly regulated in these provisions, they should also be assessed in the 'spirit' of these provisions.

If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that the User would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

 

Art. 3 Offers and quotations

All offers and quotations of the User are without obligation. The User expressly reserves the right to change prices. An offer or quotation expires if the product to which the offer or quotation relates is no longer available in the meantime.

Quotations or offers do not automatically apply to future orders.

Statements and specifications of the User regarding size, capacity, performance or results, appearing in pictures, drawings, catalogues, price lists, advertising material and the like are approximate and do not bind the User.

Agreements are only binding for the User if and insofar as, after receipt of the Other Party's order, or after receipt of the Other Party's acceptance of the offer, it has confirmed it in writing.

Arrangements or agreements with subordinate members of the User's staff will not bind the User insofar as they have not been confirmed by the User in writing. In this context, all employees and staff who do not have power of attorney/authorisation are to be considered subordinate staff.

The User cannot be held to its offer or quotation if the Other Party can reasonably understand that the offer or quotation made contains an obvious mistake and/or clerical error.

An offer or quotation consisting of several orders will not oblige the User to perform part of this order at a corresponding part of the quotation.

 

Art. 4 Contract term, delivery terms, execution and modification of the agreement, prices, price increases

If a term for the completion of certain work or for the delivery of certain goods has been agreed or given, it will never be a deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be given a reasonable period to still perform the agreement.

Exceeding the delivery time for whatever reason will not entitle the Other Party to compensation or non-fulfilment of any of its obligations under the agreement.

Should the User nevertheless be held liable on any account for exceeding the delivery time, the Other Party may not claim higher compensation than the invoice value of the goods delivered/services rendered, if it has suffered damage as a result of the exceeding.

User is entitled to have certain activities carried out by third parties.

User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

If the agreement is performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.

If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has made this information available to the User correctly and in full.

Quotations are always given by the Supplier on the basis of the prices applicable at the time of the offer or conclusion of the agreement. The prices stated for the products and services offered are in euros, including VAT and excluding shipping and administration costs, any taxes and other government levies, unless stated otherwise or agreed in writing.

If, during the execution of the agreement, it appears that for a proper execution of the agreement it is necessary to change or supplement it, the parties will timely and in mutual consultation adapt the agreement.

If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Other Party, of the competent authorities et cetera, and the agreement is thereby changed in qualitative and/or quantitative respect, this may have consequences for what was originally agreed. As a result, the amount originally agreed upon may be increased or decreased. User will give as much advance notice as possible. By amending the agreement, the originally given term of execution may be changed. The Other Party accepts the possibility of amending the agreement, including the change in price and term of execution.

If the agreement is amended, including a supplement, the User will be entitled to perform the agreement only after the competent person within the User has given his consent and the Other Party has agreed to the price and other conditions stated for the performance, including the time that will then be determined for its performance. The non-performance or non-immediate performance of the amended agreement will also not constitute default on the part of the User and will not be a ground for the Other Party to terminate the agreement.

Without being in default, the User may refuse a request to amend the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the work to be performed or goods to be delivered in that context.

If the Other Party should default in the proper fulfilment of what it has been obliged to do vis-à-vis the User, the Other Party will be liable for all damage (including costs) on the part of the User caused directly or indirectly as a result.

If the User agrees on a certain price when concluding the agreement, the User will nevertheless be entitled to increase the price under the following circumstances, even if the price was originally not quoted subject to reservations.

A.If the price increase is the result of an amendment to the agreement;

B. If the price increase results from a power accruing to the User or an obligation resting on the User pursuant to the law (e.g. turnover tax, excise duties, increase of duties);

C. In other cases, on the understanding that the Other Party, not acting in the exercise of a profession or business, is entitled to dissolve the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months of concluding the agreement, unless the User is then still willing to perform the agreement on the basis of what was originally agreed, or if it has been stipulated that delivery will take place more than three months after the purchase.

 

Art. 5 Suspension, dissolution and early termination of the agreement

User is authorised to suspend the fulfilment of the obligations or to dissolve the agreement immediately and with immediate effect, if:

the Other Party does not fulfil, does not fully fulfil or does not fulfil in time the obligations under the agreement;

after the conclusion of the agreement the User learns of circumstances that give good reason to fear that the Other Party will not fulfil its obligations;

when concluding the agreement, the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;

If, due to the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement;

if circumstances arise of such a nature that fulfilment of the agreement is impossible or that the User cannot reasonably be required to maintain the agreement unaltered.

If the dissolution is attributable to the Other Party, the User will be entitled to compensation for the damage, including the costs, caused directly and indirectly as a result.

If the agreement is dissolved, the User's claims against the Other Party are immediately due and payable. If the User suspends fulfilment of its obligations, it will retain its claims under the law and the agreement.

If the User proceeds with suspension or dissolution on the grounds referred to in this article, it will not be obliged on that account to compensate for damage and costs caused in any way whatsoever or to indemnify the Other Party, whereas the Other Party will be obliged to pay compensation or indemnify on account of breach of contract.

If the User terminates the agreement prematurely, the User will, in consultation with the Other Party, transfer any work still to be performed to third parties. This, unless the Other Party can be blamed for the termination. Unless the early termination can be attributed to the User, the costs of transfer will be charged to the Other Party. The User will inform the Other Party in advance as much as possible about the scope of these costs. The Other Party will be obliged to pay these costs within the period specified by the User for that purpose, unless the User indicates otherwise.

In the event of liquidation, (an application for) a moratorium or bankruptcy, attachment - if and insofar as the attachment has not been lifted within three months - at the Other Party's expense, debt rescheduling or another circumstance as a result of which the Other Party can no longer dispose freely of its assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The User's claims against the Other Party will in that case be immediately due and payable.

If the Other Party cancels a placed order in full or in part, the items ordered or prepared for it, plus any costs of delivery and removal thereof and the working time reserved for performance of the agreement, will be charged in full to the Other Party

 

Art. 6 Force majeure

The User will not be obliged to fulfil any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, and for which it cannot be held accountable by virtue of the law, a legal act or generally accepted practice. In these general terms and conditions, force majeure is defined, in addition to its definition in law and jurisprudence, as all external causes, foreseen or unforeseen, which the User cannot influence, but which prevent the User from fulfilling its obligations. The User is also entitled to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after the User should have fulfilled its obligation. This includes the case where the User does not receive the items purchased by it from its contract supplier or does not receive them on time.

In the event of force majeure, the User will notify the other party of this immediately and the User will be entitled, at its discretion, to suspend the agreement or dissolve it in writing, without the other party being able to derive any right to compensation.

In the event of suspension of the agreement by the User on account of temporary force majeure, the Other Party will not be entitled to request dissolution of the agreement or to regard the agreement as dissolved, nor to subsequently refuse the User's performance or payment to the User.

In the event of termination of the agreement by the User, the agreement will be dissolved by operation of law without the need for judicial intervention. Any instalments paid in advance will then be refunded to the other party by the User.

In the event that the other party is a consumer, the other party is entitled to claim dissolution, but only if the User is in default after the expiry of the delivery time again stated in the notification after a written reminder, in which it is given a reasonable term for compliance, and its shortcoming is not of a special nature or is of minor importance.

 

Art. 7 Payment and collection costs

Payment by the other party to the User must be made in advance. The payment options are as follows: cash or debit card at branch address, iDeal, cash on delivery, transfer to our bank account.

Where exceptions are made to the previous paragraph, payments by the other party to the User must be made within 14 days of the invoice date, unless indicated otherwise in writing by the User.

In the event of untimely or incomplete performance by the User, the Other Party's obligation to pay shall not be suspended, on the understanding that in the event of termination due to force majeure pursuant to Article 6 paragraph 4, the User shall refund the part of the sale price already paid by the Other Party.

If the Other Party fails to pay an invoice on time, the Other Party shall be in default by operation of law. The Other Party shall then owe interest. In the case of consumer purchases, the interest rate is equal to the statutory interest rate. In other cases, the Other Party shall owe the statutory commercial interest. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full.

The User will be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest.

The User may, without thereby being in default, refuse an offer of payment if the Other Party indicates a different sequence for allocating payment. The User may refuse full repayment of the principal sum, if the accrued interest and current interest and collection costs are not paid at the same time.

Objections to the amount of an invoice will not suspend the payment obligation.

After the Other Party is in default in the (timely) fulfillment of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the Other Party. The extrajudicial costs will be calculated on the basis of what is customary at that time in the Dutch collection practice. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs owed.

 

Art. 8 Retention of title

All items delivered by the User within the scope of the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations under the agreement(s) concluded with the User.

Items delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge or encumber in any other manner the items falling under the retention of title.

The Other Party must always do everything that can reasonably be expected of it to safeguard the User's property rights.

If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User thereof immediately.

The Other Party undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage and against theft and to submit the policy of this insurance to the User for inspection on demand. In the event of any insurance payment, the User will be entitled to this money. Insofar as necessary, the Other Party undertakes vis-à-vis the User in advance to cooperate in everything that may be necessary or desirable in that context.

In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to take those items back.

 

Art. 9 Guarantees, inspection and complaints

The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee referred to in this article applies to items destined for use within the Netherlands. In the event of use outside the Netherlands, the Other Party must itself verify whether they are suitable for use there and whether they satisfy the conditions imposed on them. In that case, the User may set other guarantee and other conditions with respect to the goods to be delivered or work to be carried out.

If the guarantee provided by the User concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good for it, called the 'manufacturer's guarantee', unless stated otherwise. Be informed about the various guarantee periods at all times. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.

The Other Party will be obliged on penalty of the lapse of the User's guarantee obligation to notify the User of any defect detected immediately after its discovery by registered letter. The Other Party is obliged to keep a defective part and, insofar as required by the User, to return the part concerned to the User carriage paid. Goods or parts thereof, which are replaced as a result of a repair order, thereby become the User's property.

The User's guarantee obligation will lapse if the other party,

have treated the items inexpertly or carelessly;

has used the items for purposes other than the normal purposes for which the items are intended;

in the event of normal wear and tear;

has had repairs or alterations carried out by parties other than the User without the User's prior written consent.

The Other Party will not be entitled to a guarantee if the defect was caused by or is the result of circumstances beyond the User's control.

The User's guarantee obligation will lapse if the Other Party fails to fulfil its payment obligations. The other party is not entitled to refuse payment or ground that the User has not yet fulfilled its guarantee obligation or has not fulfilled it in full.

If the User fails to fulfil its guarantee obligation, its liability will be limited to the costs of repair or replacement by third parties, but only after the Other Party has given the User written notice of default and set it a reasonable term within which the User will still be able to fulfil its guarantee obligation.

The counterparty should examine the purchased goods upon delivery. In doing so, the Other Party must check whether the goods delivered are in accordance with the agreement, namely:

Whether the goods have been delivered correctly;

Whether the goods delivered correspond to the agreed quantity;

Whether the delivered goods meet the agreed quality requirements or - if these are lacking - the requirements that may be set for normal use and/or commercial purposes.

If visible defects or shortages are established, the Other Party must report these to the User in writing within 7 days of delivery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint (or have it investigated).

If the Other Party complains in time, this will not suspend its payment obligation. The Other Party will in that case also remain obliged to take delivery of and pay for the other items ordered, unless they have no independent value.

If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer period results from the nature of the item or the other circumstances of the case.

If the complaint is found to be well-founded by the User, the User will have the choice to repair or replace the delivered goods free of charge. The User will be entitled to dissolve the agreement if repair or replacement of the delivered goods is not possible, without being obliged to pay the Other Party any compensation on account of this.

If the User's complaint is deemed unfounded, it will be entitled to charge the other party for the costs incurred, including investigation costs.

 

Art. 10 Liability

The User's liability is limited to the provisions of this clause.

The User is not liable for any damage, whether direct or indirect, which the Other Party may suffer as a result of defects in delivered goods and/or as a result of the non-delivery, late delivery or incorrect delivery of a good or service.

The User shall only be liable for direct damage, viz:

reasonable costs related to determining the cause and extent of the damage, insofar as the determination relates to damage in the sense of these terms and conditions.

any reasonable costs incurred to have the User's faulty performance meet the agreement, insofar as they can be attributed to the User.

reasonable costs incurred by the other party to prevent or limit damage, insofar as these relate to the limitation of direct damage as referred to in these general terms and conditions.

The User is not liable for indirect damage, including loss of profit, trading loss and/or stagnation damage, consequential damage. If the other party is a consumer, this limitation extends beyond the provisions of Article 7:24(2) of the Dutch Civil Code.

Should the User nevertheless be deemed liable towards the other party, the other party cannot claim higher compensation than the amount equal to the invoice value of the goods delivered by the User to the other party, in respect of which the claim has arisen.

The User's liability will in any case always be limited to the amount paid out by its insurer in the relevant case.

In the event of intent or gross negligence on the part of the User, the aforementioned limitations of liability shall not apply.

Any legal claims concerning damage lapse within 12 months after the discovery of the damage.

 

Art. 11 Transfer of risk

The risk of loss, damage or decrease in value shall pass to the Other Party at the moment when goods are brought under the Other Party's control.

 

Art. 12 Limitation period

Notwithstanding the statutory limitation periods, the limitation period of all claims and defences against the User and the third parties involved by the User in the performance of an agreement is one year.

The provisions of paragraph 1 do not apply to legal claims and defences based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defences will lapse two years after the Other Party notified the User of such non-conformity.

 

Art. 13 Internet sales (distance buying)

This article applies in addition to articles 1 to 12 as well as articles 14 and 15 and is specifically aimed at Internet sales.

Delivery of goods ordered through internet sales shall only take place after receipt of payment.

When purchasing products, consumers have the option of dissolving the contract without giving reasons for 14 days ('Right of Withdrawal'). This reflection period starts on the day after receipt of the product by the consumer or a representative previously designated by the consumer and made known to the entrepreneur.

During the cooling-off period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product to the entrepreneur with all delivered accessories and - if reasonably possible - in the original condition and packaging, in accordance with the reasonable and clear instructions provided by the entrepreneur.

When services are supplied, the consumer has the possibility of dissolving the agreement without giving reasons for at least 14 days ('Right of Withdrawal'), starting on the day of entering into the agreement.

To make use of his right of withdrawal, the consumer will comply with the reasonable and clear instructions provided by the entrepreneur on the offer and/or at the latest on delivery.

The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.

If the consumer exercises his right of withdrawal, the costs of returning the goods shall be borne by him.

If the consumer has paid an amount, the trader will refund this amount as soon as possible, but no later than 30 days after the return or withdrawal.

If the consumer makes use of his right of withdrawal, all additional contracts shall be dissolved by operation of law.

The trader can exclude the consumer's right of withdrawal to the extent provided for in paragraphs 11 and 12. The exclusion of the right of withdrawal is only valid if the trader clearly stated this in the offer, at least in good time before concluding the contract.

Exclusion of the right of withdrawal is only possible for products

that were created by the entrepreneur according to specifications of the consumer;

that are clearly personal in nature

that cannot be returned due to their nature;

which spoil or age quickly;

whose price is subject to fluctuations on the financial market that are beyond the Entrepreneur's control;

for individual newspapers and magazines;

for audio- and video recordings and computer software of which the consumer has broken the seal.

Exclusion of the right of withdrawal is only possible for services

concerning accommodation, transport, restaurant or leisure activities to be performed on a certain date or during a certain period;

the delivery of which commenced with the consumer's express consent before the expiry of the withdrawal period;

Concerning betting and lotteries.

 

Art. 14 Intellectual property

The other party must fully and unconditionally respect the industrial and intellectual property rights to all products delivered by the User.

The User does not guarantee that the products delivered to the other party do not infringe any (unwritten) intellectual and/or industrial property right of third parties.

 

Art. 15 Applicable law and competent court

All legal relationships to which the User is a party shall be governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

The parties will only appeal to court after they have made every effort to settle a dispute in mutual consultation.

Disputes between the User and the Other Party about or arising from an agreement entered into between them will be settled by the competent court of the Supplier's place of residence, insofar as the dispute falls under the absolute competence of the District Court and the dispute is between the User and an Other Party, not being a natural person acting in the exercise of a profession or business. However, the User remains authorised to sue the other party in accordance with the competent court under the law.

Should any of the general terms and conditions be annulled by the court, the other terms and conditions shall remain intact.