GENERAL TERMS AND CONDITIONS X-SKILLS B.V.
Updated: January 25, 2024
X-Skills B.V., located in (2151 MA) Nieuw-Vennep at Hoofdweg 1283, registered in the Chamber of Commerce (KVK) under number 91287227, hereinafter referred to as: ‘X-SKILLS’.
1. Definitions
a. Customer: the legal entity or natural person who acts in the exercise of his profession or business, to whom X-Skills
b. Customer: the legal entity or natural person acting in the course of their profession or business, to whom X-Skills has made an offer to enter into an Agreement, or with whom X-Skills enters into an Agreement, or with whom X-Skills is in any legal relationship, or for whom X-Skills performs any legal act.
c. Agreement: any Agreement, including any distance Agreement, concluded between a Customer and X-Skills, any modification or addition thereto, as well as all legal acts for the preparation and execution of that Agreement.
d. Products: all types of goods/items/services sold or delivered by X-Skills that can be the subject of an Agreement, in accordance with the business activities of X-Skills
2. Applicability and Offers
2.1. These general terms and conditions (hereinafter: ‘General Terms and Conditions’) apply to all quotations, offers, and Agreements in which X-Skills offers or delivers Products and/or services of any kind to the Customer, unless expressly agreed otherwise in writing.
2.2. The applicability of any general (purchasing) terms and conditions of the Customer is explicitly rejected, unless X-Skills and the Customer have agreed otherwise in writing.
2.3. If these General Terms and Conditions conflict with the (general) terms and conditions of the Customer declared applicable by X-Skills and/or the Customer to an Agreement, the provisions of these General Terms and Conditions shall prevail.
2.4. If any provision of these General Terms and Conditions is declared invalid or annulled, the remaining provisions of these General Terms and Conditions shall remain in full force.
3. The offer
3.1. All quotations and offers from X-Skills are non-binding, subject to availability, and may be revoked by X-Skills at any time, even if the quotation or offer includes a period for acceptance.
3.2. Quotations and offers can only be accepted in writing. However, X-Skills reserves the right to accept an oral acceptance as if it were made in writing.
3.3. Unless expressly agreed otherwise, quotations and offers from X-Skills are valid for 30 (thirty) days.
3.4. The offer includes a complete and accurate description of the Products and/or services offered by X-Skills. The description is detailed enough to enable the Customer to make a proper assessment of the offer. If X-Skills uses images, they are as accurate and truthful as possible representations of the offered Products, with slight variations in color and dimensions possible. Obvious mistakes or errors in the offer do not bind X-Skills.
3.5. The Customer is responsible for the accuracy and completeness of the data provided to X-Skills, on the basis of which X-Skills bases its offer.
3.6. An offer or quotation prepared by X-Skills does not automatically apply to future Products and/or services.
3.7. X-Skills reserves the right to refuse orders and/or requests without providing reasons.
4. Formation of Agreements
4.1. An Agreement with X-Skills is only concluded upon written confirmation by X-Skills and replaces any non-binding quotations or oral agreements.
4.2. A distance Agreement is concluded, subject to the provisions of Article 3.7, at the moment of acceptance by the Customer of the offer and compliance with the conditions specified therein. If the Customer has accepted the offer electronically, X-Skills immediately confirms the receipt of acceptance electronically.
4.3. Changes to or additions to an Agreement can only be agreed upon in writing between the parties.
4.4. Every Agreement is entered into on the suspensive condition that the Customer – solely at the discretion of X-Skills – proves to be sufficiently creditworthy for the financial performance of the Agreement.
4.5. X-Skills has the right to engage third parties for the execution of an Agreement.
4.6. If the Customer acts on behalf of two or more natural or legal persons, each of these persons is individually jointly and severally liable for the fulfillment of the obligations arising from the Agreement.
5. Prices and Price Adjustment
5.1. Unless otherwise stated, all prices are exclusice of VAT, any costs and duties, such as delivery costs, (special) transport costs, and any other levies imposed by the government.
5.2. X-Skills will, as far as possible, inform the Customer in advance of any changes in prices.
5.3. If the Customer cannot agree to a price increase by X-Skills, the Customer has the right to terminate the Agreement with X-Skills within 14 (fourteen) days after X-Skills’ notification of the price increase, the Customer is deemed to have accepted the price and/or rate increase.
6. Payment
6.1. Payment is made based on invoices sent by X-Skills in the currency in which the invoice was issued.
6.2. The Customer shall settle the amounts due within 14 (fourteen) days after the invoice has been delivered unless otherwise agreed in writing by X-Skills in the order confirmation. Payment must be made in full before delivery takes place, unless otherwise agreed in the Agreement.
6.3. X-Skills is entitiled to request full prepayment of the agreed price. When prepayment is stipulated, the Customer cannot claim any right regarding the execution of the relevant Agreement until the stipulated prepayment has taken place.
6.4. All payments made by the Customer shall first be applied to satisfy all due interest and costs. Only thereafter shall the payments be applied to satisfy the oldest outstanding and due invoices, regardless of whether the Customer specifies that the payment relates to a later invoice.
6.5. At no time is the Customer entitled suspend its payment obligations to X-Skills or offset them against a claim by the Customer against X-Skills, for whatever reason, unless X-Skills has expressly given written permission for this.
6.6. All payment deadlines set by X-Skills are strict deadlines. The Customer is in default without further notice in case of non-payment within the specified time.
6.7. X-Skills is entitled to charge the statutory commercial interest for consumer transactions from the due date of the invoice.
6.8. Complaints regarding invoicing must be submitted to X-Skills in writing, clearly describing the complaint, no later than 8 (eight) calendar days after the invoice date; otherwise, the invoice is deemed to be corrected.
7. Delivery Deadlines and Transportation
7.1. All delivery deadlines and/or response times mentioned by X-Skills are determined to the best of its knowledge based on the information available at the time of entering into the Agreement. The delivery deadlines used by X-Skills are target deadlines and not strict deadlines.
7.2. The place of delivery is the address provided by the Customer to X-Skills.
7.3. X-Skills is not bound by a delivery deadline, whether ultimate or not, that cannot be met due to circumstances beyond its control that occurred after the conclusion of the Agreement. X-Skills is also not bound by a delivery deadline, whether ultimate or not, if the parties have deviated from the content or scope of the Agreement.
7.4. If exceeding the mentioned deadlines is unavoidable, X-Skills will notify the Customer as soon as possible, and the parties will immediately enter into discussions.
7.5. Delayed delivery or exceeding the mentioned deadlines, if within reasonable limits, does not entitle the Customer to compensation or dissolution of the Agreement.
7.6. The mere exceeding of a delivery deadline mentioned by X-Skills or agreed upon by the parties, whether ultimate or not, does not put X-Skills in default. In all cases, even if the parties have expressly agreed upon a strict delivery deadline in writing, X-Skills will only be in default of the time limit after the Customer has given written notice of default to X-Skills and has granted a reasonable period for performance of at least 14 (fourteen) days. The notice of default must contain as detailed and complete a description of the shortcoming as possible, enabling X-Skills to respond adequately.
7.7. Delivery in parts (partial deliveries) is always permitted. X-Skills may invoice the aforementioned partial deliveries separately. In such cases, the Customer is obligated to pay in accordance with the provisions of the Article 6 of these General Terms and Conditions.
8. Warranty
8.1. X-Skills ensures that the Products it delivers comply with the Agreement, the specifications stated in the quotation or offer, the reasonable requirements of soundness and/or usability, and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.
8.2. If visible defects in the packaging or shortage are observed, the Customer must report these immediately by telephone upon delivery and subsequently in writing to X-Skills within a maximum of five (5) working days after delivery.
8.3. Non-visible defects in delivered Products must be reported by the Customer immediately upon discovery by telephone to X-Skills and subsequent confirmed in writing within seven (7) days, with such defects being reported to X-Skills within a maximum of thirty (30) days after delivery.
8.4. After discovering any defect, the Customer is obliged to immediately cease the use of the respective Product and, furthermore, to do or refrain from doing everything reasonably possible to prevent (further) damage.
8.5. If a defect is reported later, the Customer no longer has the right to repair, replacement, or compensation, unless a longer period arises from the nature of the Product or the other circumstances of the case.
8.6. If it established that a Product is defective and a timely complaint has been made, X-Skills will replace the defective Product within a reasonable period after its return, or if return is not reasonably possible, provide replacement compensation to the Customer in writing regarding the defect. In the case of replacement, the Customer is obliged to return the replacement Product to X-Skills and transfer ownership of it to X-Skills unless X-Skills indicates otherwise.
8.7. If it turns out that the Customer has incorrectly claimed warranty, all investigation and additional costs are at their expense.
8.8. Any form of warranty becomes void if a defect arises from or results from improper or unauthorized use.
8.9. Filing a complaint/reclamation never releases the Customer from their (payment) obligations towards X-Skills as described elsewhere in these General Terms and Conditions.
8.10. Work and repair costs outside the scope of this warranty will be charged by X-Skills at the usual rates.
9. Intellectual Property Rights
9.1. The copyright and all other intellectual and industrial property rights to all Products, results of services, as well as database rights, provided or delivered to the Customers, or made available by X-Skills, exclusively belong to X-Skills or its suppliers.
9.2. The Customer is not allowed to remove or modify any indication regarding the confidential nature, copyrights, trademarks, trade names, database rights, or other intellectual property rights.
10. Force Majeure
10.1. All circumstances beyond the control of X-Skills that hinder the normal execution of the Agreement are considered force majeure for X-Skills.
10.2. Force majeure includes, among other things: illness and/or incapacity, extreme weather conditions, business disruptions at X-Skills or its suppliers, epidemics and pandemics, default by its suppliers, war, mobilization, riots, floods, closed shipping, and other disruptions in transportation or transport difficulties, delays, restrictions, or cessation of deliveries by public utilities, fire, accidents, strikes, government measures, etc.
10.3. If X-Skills is unable to meet its obligations to the Customer due to an non-attributable shortcoming, those obligations will be suspended for the duration of this force majeure situation, without the Customer having any rights to terminate the Agreement or claim any right or compensation for costs, damages, or interest.
10.4. In the event of force majeure, X-Skills is obligated to notify the Customer thereof without delay.
11. Liability and Indemnification
11.1. X-Skills accepts liability only tot he extent indicated in this article.
11.2. Any liability of X-Skills for damages is excluded, including but not limited to additional and replacement damages in any form, compensation for indirect or consequential damages, claims for third parties, or damages due to loss of profit.
11.3. The total liablity of X-Skills for attributable failure in the performance of an Agreement is always limited to direct damages and is limited to the amount covered and paid out by the insurer. If the insurer does not pay out of if X-Skills is not insured, the liability for compensation of direct damages is limited to a maximum of the amount of the price agreed for that Agreement (excluding VAT). In no event shall the total compensation for damages exceed €500.
11.4. Without prejudice tot the provisions of Article 11.3, X-Skills is only liable for damages if the Customer has reported the damage in writing with specifications and reasons within 10 (ten) days after the damage occurred.
11.5. The Customer indemnifies X-Skills against all damages arising from claims by third parties related to Products delivered by X-Skills, including but not limited to claims by third parties due to damages resulting from the actions or omissions of the Customer during the execution of the Agreement or other causes attributable to the Customer.
11.6. The liability limitation of X-Skills as described in this article does not apply if X-Skills is guilty of intent or gross negligence.
12. Privacy
12.1. X-Skills complies with the obligations arising from legislation regarding the processing of personal data. X-Skills will implement appropriate technical and organizational measures to secure (personal) data against loss or any form of unlawful processing.
12.2. X-Skills advises reviewing the privacy statement of X-Skills for more information on how X-Skills processes personal data.
13. Transfer of Risk and Retention of Ownership
13.1. The risk of loss, damage, or depreciation passes to the Customer at the moment the product comes into the possession of the Customer.
13.2. All Products to be delivered and delivered by X-Skills will remain the property of X-Skills under all circumstances until the Customer has satisfied any claim of X-Skills, including, in any case, the purchase price, extrajudicial costs, interest, fines, and any other claims as mentioned in Article 3:92, paragraph 2 of the Dutch Civil Code.
13.3. The Customer is obliged to keep the Products delivered under retention of title with tue care and as recognizable property of X-Skills.
13.4. The Customer is not authorized to pledge, encumber, or transfer the Products delivered under retention of title to third parties, as long as ownership has not passed to them, except insofar as such transfer occurs in the course of the usual business activities of the Customer.
13.5. If the Customer fails to fulfill its payment obligations towards X-Skills or X-Skills has good reason to fear that the Customer will fail in those obligations, X-Skills is entitled to take back the Products delivered under retention of title. The Customer will cooperate and grant X-Skills unrestricted access to its premises and/or buildings at all times for the inspection of the goods and/or the exercise of X-Skills’ rights. After repossession, the Customer will be credited for the market value, which in no case can be higher than the original price agreed upon between the Customer and X-Skills, reduced by the costs resulting from the repossession for X-Skills.
14. Cancellation, Returns, and Termination
14.1. The Customer has no option to cancel the Agreement in whole or in part, except as otherwise agreed in writing, and excluding the right of withdrawal.
14.2. There is no possibility to return Products, except as otherwise agreed in writing, and excluding the right of withdrawal for consumers.
14.3. X-Skills has the right to terminate the Agreement with immediate effect by written notice without prior written notice if:
- despite notice of default, the Customer culpably fails to fulfill any obligation imposed on him;
- the Customer uses the delivered or made available by X-Skills in violation of the applicable usage rights or restrictions and/or violates any intellectual property rights related to the delivered or made available;
- the Customer is granted a suspension of payments, or a suspension of payments is requested;
- the Customer is declared bankrupt;
- an application for the application of a debt restructuring scheme fort he Customer is submitted;
- the Customer is placed under guardianship or conservatorship;
- the Customer ceases its business operations in whole or in part or otherwise liquidates.
14.4. In the event of termination of the Agreement, all payments due by the Customer to X-Skills become immediately payable.
14.5. X-Skills is not obligated to pay any compensation or damages tot he Customer due to termination of the Agreement under Article 14.3, without prejudice to X-Skills’ right to full compensation from the Customer for breach of its obligations as mentioned above and notwithstanding any other rights that X-Skills may have.
15. Transfer of Rights and Obligations
15.1. Without prior written consent from X-Skills, the Customer is not entitled to transfer its rights and obligations arising from the Agreement to third parties.
15.2. X-Skills reserves the right to transfer rights and obligations from an Agreement in whole or in part to a third party without prior consent from the Customer. Upon the first request from X-Skills, the Customer is obliged to provide all necessary cooperation deemed necessary by X-Skills for the transfer.
Articles 16 through 19 contain specific provisions regarding distance purchasing by consumers (purchases through the online store)
16. Purchase at a Distance
16.1. A distance Agreement is an Agreement concluded between X-Skills and the Customer as part of an organized system for remote sales of Products, in which, up to and including the conclusion of the agreement, exclusively or partly one or more remote communication techniques are used.
17. Right of Withdrawal
If the Customer is a natural person not acting for purposes related to their trade, business, craft, or profession (‘consumer’), the following articles (16 through 18) apply.
17.1. The consumer has the right to withdraw from the distance contract for the supply of one or more Products within a cooling-off period of fourteen (14) days without giving any reason. X-Skills may ask the consumer for the reason for withdrawal but may not compel the consumer to provide reason(s).
17.2. The fourteen (14) days cooling-off period begins on the day after the consumer, or a third party designated by the consumer in advance, has received one or more Products.
17.3. Products made according to the consumer’s specifications, which are not prefabricated and which are made based on an individual choice, decision, or specifications of the consumer, or those clearly intended for a specific person (of a personal nature), and products that, by their nature, cannot be returned, are excluded from the right of withdrawal.
18. Consumer’s Obligations During the Cooling-off Period
18.1. During the colling-off period, the consumer will handle the Product and its packaging with care. The consumer will only unpack or use the product to the extent necessary to determine the nature, characteristics, and functioning of the Product. The starting point here is that the consumer may handle and inspect the product only as he would be allowed to do in a store.
18.2. The consumer is only liable for any decrease in the value of the Product resulting from handling the product beyond what is permitted in paragraph 1.
19. Exercise of the Consumer’s Right of Withdrawal and Associated Costs
19.1. If the consumer chooses to exercise his right of withdrawal, he shall notify X-Skills within the cooling-off period through the standard withdrawal from or in any other unequivocal manner.
19.2. The consumer shall return the Product as soon as possible but no later than 14 days after the day following the notification in paragraph 1, or hand it over to (an authorized representative of) X-Skills. This is not necessary if X-Skills has offered to pick up the Product itself. The consumer has observed the return period in any case if he returns the Product before the cooling-off period has expired.
19.3. The Consumer shall return the Product with all supplied accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by X-Skills.
19.4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lie with the Consumer.
19.5. The Consumer bears the direct costs of returning the Product, unless otherwise agreed.
19.6. X-Skills shall reimburse all payments made by the Consumer, including any delivery costs, and excluding the direct costs of returning the Products as referred to in paragraph 5, without delay but within fourteen (14) days following the day on which the consumer notifies X-Skills of the withdrawal. Unless X-Skills offers to pick up the Product itself, he may wait to repay until he has received the Product or the consumer proves that he has returned the Product or the consumer process that he has returned the Product, depending on which time occurs earlier.
19.7. X-Skills will use the same means of payment for the refund as the consumer used, unless the consumer agrees to a different method.
20. Other provisions
20.1. If one or more provisions in an agreement between X-Skills and the customer and/or these General Terms and Conditions are deemed void or unenforceable, it does not affect the validity of the agreement, the General Terms and Conditions, or other provisions therein.
20.2. All costs incurred by X-Skills to preserve or exercise rights against the Customer under the agreement and/or the General Terms and Conditions, both in and out of court, shall be borne by the Customer.
20.3. X-Skills reserves the right to modify or supplement these General Terms and Conditions, Changes will be communicated to the Customer by X-Skills in a timely and written manner.
20.4. These General Terms and Conditions are considered divisible, and if any part of them Is found to be invalid or otherwise ineffective for any reason, the remaining part of these conditions shall remain in full force. The invalid part of these conditions is deemed to be replaced by provisions that, as much as possible and permitted, have the same effect as the invalid part.
21. Applicable Law and Disputes
21.1. Dutch law exclusively applies to all offers from and agreements with X-Skills. The applicability of the Vienna Sales Convention is excluded.
21.2. Disputes arising between X-Skills and the Customer from an agreement concluded between the X-Skills and the Customer, as well as disputes arising from third-party agreements resulting from it, will be settled, unless mandatorily stipulated otherwise, by the competent court in the district of North Holland.