TERMS AND CONDITIONS

General Terms and Conditions Spice your cap

1. Definitions
 

In these General Terms and Conditions the following terms are defined as below:

 

• Terms and conditions: these Terms and conditions of Spice your cap.

• Services: all that Spice your cap makes and does for the benefit of the Customer, within the framework of the assignment provided by the Customer.

• Spice your cap: Spice your cap that offers and performs the Services to a Customer, is located at (7892 AA) Klazienaveen and is registered with the Dutch Chamber of Commerce under number 76421483.

• Agreement: all that has been agreed between Spice your cap and a Customer, including any changes and additions.

• Customer: Every party who enters into an Agreement with Spice your cap, or requests an offer.

• Party/Parties: Spice your cap and / or the Customer.
   

2. General

 

These Terms and Conditions are applicable to and form an integral part of all Agreements and offers or tenders issued by Spice your cap and exclude any (general) purchase or other conditions of the Customer.

3. Offers
 

1. All offers from Spice your cap are at all times without obligation and have a limited validity period.

2. The offer contains a complete and accurate description of the products, digital content and / or services offered. The description is sufficiently detailed to enable the Customer to properly assess the offer. If Spice your cap uses images, these are a true representation of the products, services and / or digital content offered. Obvious mistakes in the offer do not bind Spice your cap.

3. The offers of Spice your cap may not be reproduced or made available to third parties for inspection without permission from Spice your cap.
    

4. Agreement
 

1. Subject to the provisions of paragraph 2, the agreement is concluded at the moment the Customer accepts the offer and meets the corresponding conditions.

2. Spice your cap can - within legal frameworks - inform itself whether the customer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, Spice you cap has good reasons not to enter into the agreement, it is entitled to refuse an order or request or to attach special conditions to the execution.

3. For Agreements for which no offer / quotation or confirmation is sent by nature and scope, the invoice is deemed to represent the Agreement correctly and completely.
    

5. Changes
 

1. Spice your cap has the right at all times to refuse Agreements or to attach further conditions to the delivery and / or implementation.

2. Changes to the Agreement by a Customer must be communicated to Spice your cap in a timely manner and in writing. The changes to the Agreement are effective by and from their express and written acceptance by Spice your cap. If the changes cause higher costs, a Customer will be charged extra.

3. If changes to the Agreement by a Customer means cancellation of the Agreement in whole or in part, Spice your cap is entitled to charge costs incurred, losses suffered or lost profits to a Customer.

 

6. Exclusion of right of withdrawal
 

1. Products manufactured on the basis of specifications of the Customer that are not prefabricated and that are manufactured on the basis of an individual choice or decision of the consumer, or that are clearly intended for a specific person, no right of withdrawal applies. When entering into the agreement, the Customer has explicitly stated that it waives the right of withdrawal and has agreed to the immediate delivery of the product.
    

7. Involvement of third parties
If this is reasonably necessary  in the opinion of Spice your cap,  Spice your cap is entitled to engage third parties on behalf of a Customer. If possible and / or if necessary, Spice your cap will inform a Customer about this.
 

8. Delivery (period(s))
 

1. Delivery times stated by Spice your cap are always approximate and never count as strict deadlines for Spice your cap, unless explicitly agreed otherwise in writing.

2. If Spice your cap exceeds any term, Spice your cap will only be in default after a written notice of default with a reasonable term of at least fourteen (14) working days.

3. The place of delivery is the address that the Customer has provided to Spice your cap.

4. The risk of damage and / or loss of products rests with Spice your cap until the moment of delivery to the Customer or a pre-designated representative made known to Spice your cap, unless explicitly agreed otherwise.
    

9. Provision of information by a Customer
 

1. A Customer is obliged to provide all information and documents that Spice your cap believes it needs for the correct execution of the Agreement, in a timely manner and in the desired form and in the desired manner.

2. A Customer guarantees the correctness, completeness and reliability of the data and documents made available to Spice your cap, even if they originate from third parties.
    

10. Prices
 

1. All prices are expressed in Euros (€), excluding any additional costs, such as travel, shipping, courier costs, unless explicitly stated otherwise.

2. Cost-increasing circumstances (including price increases) are and will remain for the account of a Customer, even after the conclusion of the Agreement, regardless of the period that has elapsed between the date of the conclusion of the Agreement.
    

11. Price indexing
 

1. The prices agreed upon when entering into the Agreement are based on the price level applied at that time. Spice your cap has the right to adjust the fees to be charged to a Customer every January.

2. Adjusted prices, rates and hourly wages are communicated to a Customer as soon as possible.
    

12. Invoicing and Payment
 

1. A Customer must pay in forward and will then receive the invoice with date and  payment details.

2. A Customer is in default if payment has not been made within the agreed term, without summons or notice of default being required for this. In that case all claims that Spice your cap has on the Customer are immediately due and payable and Spice your cap is also authorized to suspend the (further) fulfillment of all Agreements with the Customer.

3. In the event of late payment by a Customer, statutory (commercial) interest is due on the invoice amount from the due date of the invoice until the moment of full payment. All judicial and extrajudicial costs related to the collection of any claim against a Customer are at his expense. The extrajudicial costs amount to 15% of the invoice amount (s), with a minimum of € 500.00 and are due without further notice.

4. Without the express written permission of Spice your cap, a Customer is not permitted to suspend its payment obligation (s) towards Spice your cap and / or to set it off against a claim by a Customer on Spice your cap, for whatever reason.
    

13. Privacy
 

1. In the performance of the obligations based on the Agreement, Spice your cap comply with all applicable laws and regulations with regard to the protection of personal data, which relate to the Customer.

2. A Customer will immediately notify Spice your cap if, in a Customer's opinion, an instruction violates the GDPR or any other statutory data protection provision.

3. Personal data relating to Spice your cap may not be processed by or on behalf of a Customer without the prior written consent of Spice your cap.
    

14. Suspension and termination
 

1. Spice your cap is entitled to immediately, without notice of default and without judicial intervention, either suspend the performance of the Agreement, or to dissolve the Agreement in whole or in part, without being obliged to pay any compensation or guarantee and without prejudice to its other rights, if a Customer does not, not properly or not timely fulfill any obligation that arises for it from the Agreement agreed with Spice your cap or a related Agreement;

2. In the cases referred to in the previous paragraph, all claims of Spice your cap against a Customer are immediately and fully due and payable and Spice your cap is entitled to take back the goods, working methods and / or accessories manufactured under the Agreement.

3. Suspension, discontinuation and / or dissolution do not affect the payment obligation for the Services already performed. In addition, Spice your cap is then entitled to claim compensation from a Customer for damage, costs and interest caused by the default of a Customer and the dissolution of the Agreement, including the income lost by Spice your cap.
    

15. Complaints
 

1. Complaints about the performance of the Agreement or a product must be submitted fully and clearly described to Spice your cap within a reasonable time after the defect has been discovered.

2. The Customer must in any case give Spice your cap four (4) weeks to resolve the complaint in mutual consultation before the dispute is submitted to a judicial authority.
    

16. Force majeure
 

1. Spice your cap is never liable if the obligations under the Agreement cannot be fulfilled as a result of a force majeure situation.

2. In case of force majeure, Spice your cap is entitled either to suspend the performance of the Agreement for the duration of the force majeure, or to dissolve the Agreement in whole or in part, without judicial intervention and without Spice your cap being obliged to pay any compensation. During the suspension, Spice your cap is authorized to opt for implementation or full or partial dissolution of the Agreement.

3. Force majeure is understood to mean any circumstance beyond the control of Spice your cap - even if this could already have been foreseen at the time the Agreement was concluded - that permanently or temporarily impedes or makes it objectionable to fulfillment of the Agreement.
    

17. Liability
 

1. Spice your cap will endeavor to perform the Agreement properly and with due care, but will never and can never guarantee that the performance of the Services will be possible at all times. All Services are performed on the basis of a best efforts obligation.

2. Spice your cap does not give any guarantee on the (performance of the) activities under the Agreement. If any result set out in the Agreement is not achieved, a shortcoming on the part of Spice your cap will only be considered to exist if Spice your cap has explicitly promised this result in writing when accepting the Agreement.

3. Without prejudice to the limitations in the liability of Spice your cap agreed elsewhere in the Agreement or these General Terms and Conditions, the liability of Spice your cap is limited to the re-performance of the work in question, or to compensation for only direct damage in connection with a attributable shortcoming in the performance of the Agreement. The amount of the damage to be paid by Spice your cap is limited to the monetary value of a maximum of the invoice value of 1 (one) month prior to the relevant event.

4. Spice your cap is never liable for indirect damage of a Customer or third parties.

5. Insofar as a Customer has suffered damage caused by an unlawful act, intent and / or gross negligence on the part of Spice your cap, or third parties and / or subordinates engaged by Spice your cap, the amount to be paid by Spice your cap as damage amount is limited to an amount of € 1.000 per event causing damage, whereby a series of related facts is seen as one fact.

6. Any right of action of a Customer, including due to damage or re-performance of the work, lapses if the shortcoming and / or the damage is reported too late and lapses in any case one year after the damage causing event.
    

18. Intellectual Property Rights
 

1. Spice your cap reserves all intellectual property rights with regard to products of the mind which it uses or has used and / or develops and / or has developed in the context of the implementation of the Agreement, and in respect of which it holds the copyrights or has other rights of intellectual property, or can enforce.

2. All (information contained in) offers, quotations, designs, images, software, software, drawings, etc. and the related rights of industrial and intellectual property or equivalent rights (including copyrights, patent rights, etc.) and know-how will become and remain the property of Spice your cap, even if costs have been charged to a Customer for its manufacture. A Customer is not permitted to copy these in whole or in part, to hand them over to third parties or to make them available for inspection and / or to communicate the contents thereof to third parties, unless Spice your cap has given prior written permission for this.

3. The Customer guarantees that the goods to be delivered and / or Supplies to be performed by it to Spice your cap will not infringe the intellectual property rights of third parties.

4. The Customer indemnifies Spice your cap against claims arising from any infringement of the rights referred to in the previous paragraph and will compensate Spice your cap for all damage and costs resulting therefrom.
    

19. Change of General Terms and Conditions
 

1. Spice your cap may (unilaterally) change and / or supplement the General Terms and Conditions at any time it wishes.

2. If a Customer does not wish to accept a change or addition, it can cancel the Agreement in writing or (at the discretion of Spice your cap) continue the Agreement under the contracted conditions until the date of its entry into force. Use of the Services after the effective date at all times constitutes acceptance of the amended or supplemented General Terms and Conditions.
    

20. Other provisions
 

1. If any provision or any part of a provision of these General Terms and Conditions is wholly or partially non-binding for any reason whatsoever, this does not affect the binding nature of the remaining provisions of these General Terms and Conditions or the remaining part of the relevant provision.

2. In all cases in which the relationship between a Customer and Spice your cap ends, pursuant to any provision of these General Terms and Conditions or through the intervention of the court, these General Terms and Conditions continue to govern the legal relationship between the Parties, insofar as this is necessary for the settlement of the relationship. .

3. Dutch law applies to all legal relationships between Spice your cap and a Customer.

4. The Northern Netherlands court has exclusive jurisdiction to hear disputes.