General terms and conditions

Article 1 General
1. These terms and conditions apply to every offer, quotation, and agreement between LAB Shops B.V. and LAB Conceptstore B.V., hereinafter jointly referred to as: "Seller", and a Counterparty to whom Seller has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly and in writing deviated from by the parties.
2. The present terms and conditions also apply to agreements with Seller, for the execution of which third parties need to be involved by Seller.
3. These general terms and conditions are also written for the employees of Seller and its management.
4. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be nullified, the other provisions in these general terms and conditions remain fully applicable. Seller and the Counterparty will then consult in order to agree on new provisions to replace the null or nullified provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.
5. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place 'in the spirit' of these provisions.

Article 2 Quotations and Offers
1. All quotations and offers from Seller are without obligation, unless a term for acceptance is stated in the quotation. They are valid for 30 days, unless otherwise indicated. A quotation or offer also expires if the product to which the quotation or offer relates is no longer available in the meantime.
2. Seller cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
3. The prices stated in a quotation or offer are inclusive of VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs, unless otherwise indicated.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Seller is not bound by it. The agreement then does not come into being in accordance with this deviating acceptance, unless Seller indicates otherwise.
5. A composite quotation does not oblige Seller to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery times, execution and modification of agreement; price increase
1. If a term has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. At most, it is a target date. In the event of a deadline being exceeded, the Counterparty must therefore give Seller written notice of default. Seller must then be given a reasonable period to still fulfill the agreement.
2. Delivery takes place from the Seller's business. The Other Party is obliged to accept the goods at the moment they are made available to him. If the Other Party refuses to accept or fails to provide information or instructions necessary for the delivery, Seller is entitled to store the goods at the expense and risk of the Other Party.
3. Seller is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
4. If the agreement is executed in phases, Seller can suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved in writing the results of the preceding phase.
5. If Seller requires data from the Other Party for the execution of the agreement, the execution period does not start until the Other Party has provided them to Seller correctly and completely.
6. A change in the agreement may alter the originally specified execution period. The Other Party accepts the possibility of changing the agreement, including changes in price and execution period.
7. Without being in default, Seller can refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
8. If the Other Party fails to properly fulfill its obligations towards Seller, the Other Party is liable for all damages (including costs) incurred by Seller, directly or indirectly.
9. Only one discount, voucher, or discount code can be used per order. These do not apply in combination with other discounts or offers. Also, each discount, voucher, or discount code can only be used once per address. Registration of the address is required.
10. Seller has only a best-efforts obligation regarding the execution of the agreement, which also includes giving any advice. Seller cannot be held accountable for these advices.

Article 4 Suspension, dissolution and interim termination of the agreement
1. Seller is authorized to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect, if:
- the Other Party does not, not fully, or not timely fulfill the obligations under the agreement;
- after the conclusion of the agreement, circumstances have come to Seller's knowledge that give good reason to fear that the Other Party will not fulfill the obligations;
- the Other Party was requested to provide security for the fulfillment of its obligations under the agreement at the conclusion of the agreement and this security is lacking or insufficient;
- if due to the delay on the part of the Other Party, Seller can no longer be expected to fulfill the agreement under the originally agreed conditions;  
- if circumstances arise of such a nature that fulfillment of the agreement is impossible or unchanged maintenance of the agreement cannot reasonably be expected from Seller.
2. If the dissolution is attributable to the Other Party, Seller is entitled to compensation for damages, including costs, thereby direct and indirect arise.
3. If the agreement is dissolved, the claims of the Seller against the Counterparty are immediately due and payable. If the Seller suspends the fulfillment of the obligations, he retains his rights under the law and agreement.
4. If the Seller proceeds to suspension or dissolution on the grounds mentioned in this article, he is in no way obligated to compensate for damages and costs arising in any way or to indemnify, while the Counterparty, due to non-performance, is obliged to compensate or indemnify.
5. In the event of liquidation, (application for) suspension of payment or bankruptcy, seizure - if and insofar as the seizure is not lifted within three months - at the expense of the Counterparty, debt restructuring, or another circumstance whereby the Counterparty can no longer freely dispose of his assets, the Seller is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The claims of the Seller against the Counterparty are then immediately due and payable.
6. If the Counterparty cancels a placed order in whole or in part, the goods ordered or prepared for it, increased by any supply and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged in full to the Counterparty.

Article 5 Force Majeure
1. The Seller is not obliged to fulfill any obligation towards the Counterparty if he is hindered in doing so as a result of a circumstance that is not due to fault, and neither by law, a legal act, or generally accepted views in traffic is attributable to him.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Seller cannot exert influence, but which prevent the Seller from fulfilling his obligations. The Seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Seller should have fulfilled his obligation. Force majeure or unforeseen circumstances should also be understood to include (the consequences of) a pandemic, outbreak (examples: COVID-19, SARS, Avian Flu, Q fever, Mad Cow Disease, or similar to these).
3. The Seller can suspend the obligations from the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to dissolve the agreement, without obligation to compensate the other party for damages.
4. If the Seller has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the Seller is entitled to invoice the already fulfilled or to be fulfilled part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs
1. Payment must always be made within 30 days of the invoice date, in a manner indicated by the Seller, in the currency invoiced, unless otherwise stated in writing by the Seller. The Seller is entitled to invoice periodically. Sales in the store and online take place prior to delivery.
2. If the Counterparty fails to make timely payment of an invoice, the Counterparty is in default by operation of law. The Counterparty then owes interest. In the case of consumer sales, the interest is equal to the statutory interest. In other cases, the Counterparty owes interest of 1.5% per month.
3. The Seller can refuse an offer for payment, without being in default, if the Counterparty designates a different order for the allocation of the payment. The Seller can refuse full repayment of the principal sum if the accrued and ongoing interest and collection costs are not also paid.
4. The Counterparty is never entitled to suspension or set-off.
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. If the Counterparty is in default or in breach of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Counterparty. The extrajudicial costs are calculated based on what is customary at that time in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. However, if the Seller has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Counterparty. The Counterparty also owes interest on the collection costs due. Regarding a Counterparty, not being a natural person who does not act in the exercise of a profession or business, it applies, contrary to Article 6:96 paragraph 4 of the Dutch Civil Code, that all collection costs are borne by the Counterparty, whereby it owes an amount of extrajudicial collection costs of 15% of the amount still owed, with a minimum of €350.

Article 7 Retention of Title
1. All goods delivered by the Seller under the agreement remain the property of the Seller until the Counterparty has properly fulfilled all obligations under the agreement(s) concluded with the Seller.
2. Goods delivered by the Seller, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or otherwise encumber the goods subject to retention of title.
3. The Counterparty must always do everything that can reasonably be expected of him to safeguard the Seller's property rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Counterparty is obliged to immediately inform the Seller thereof.
5. The Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as theft and to provide the insurance policy to the Seller for inspection upon first request. In the event of a possible payment of the insurance entitles the Seller to these monies. To the extent necessary, the Counterparty undertakes in advance towards the Seller to cooperate with all that may be necessary or desirable in that context.
6. In the event that the Seller wishes to exercise its ownership rights indicated in this article, the Counterparty gives unconditional and irrevocable permission in advance to the Seller and third parties designated by the Seller to enter all places where the Seller's properties are located and to take back those items.

Article 8 Right of withdrawal by consumer buyer
1. The buyer, who is also a consumer, can dissolve an agreement related to the purchase of a product during a cooling-off period of at least 14 days without giving any reasons.  
2. Intended returns must be reported to the Seller in writing in advance. After written permission from the Seller, the return shipment must be returned in proper packaging (as sent by the Seller) to an address to be determined by the Seller and within 14 days, all at the expense of the Counterparty.
3. The Seller will refund the purchase amount of the returned items, excluding the (possible) shipping costs or any administrative costs, within 14 days of receipt.
4. Custom-made products cannot be returned. This includes, in any case: color-mixed products, including (but not limited to) paint and coatings.
5. Consumables, such as rollers and brushes, must have been unopened, failing which there is no right to a refund.
6. Wallpaper (in the broadest sense of the word) specifically ordered for the Seller cannot be returned.
7. The return policy, as stated on the Seller's website, also applies

Article 9 Liability
1. The goods to be delivered by the Seller meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The liability mentioned in this article applies to goods intended for use within the Netherlands. When used outside the Netherlands, the Counterparty must verify for themselves whether the use thereof is suitable for use there and whether they meet the conditions set for them. In that case, the Seller may impose other conditions regarding the goods to be delivered or the work to be performed.
2. Any form of liability or warranty lapses if damage has arisen as a result of or arises from incorrect, careless, or improper use thereof or use after the expiry date, incorrect storage, incorrect processing, or failure to comply with the advice given by the Seller by the Counterparty and/or by third parties when, without written permission from the Seller. The Counterparty or third parties have made or attempted to make changes to the item or if it was processed or treated in a manner other than prescribed. The Counterparty is also not entitled to compensation or warranty if the defect has arisen from or is the result of circumstances over which the Seller cannot exert influence, including weather conditions (such as but not limited to) exclusively, extreme rainfall or temperatures) et cetera.
3. Seller is not liable for damage of any kind, arising because Seller relied on incorrect and/or incomplete data provided by or on behalf of the Other Party.
4. The Other Party is obliged to (have) the delivered goods examined, immediately at the moment the goods are made available to him or the relevant work has been carried out. The Other Party must investigate whether the quality and/or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed upon in this regard. The Other Party must also verify whether the color of the delivered paint is in accordance with their wishes. Seller is in no case liable for damage suffered due to color deviations in applied paint. Any defects must be reported to Seller in writing within three days of discovery. The report must contain as detailed a description of the defect as possible, so that Seller is able to respond adequately. The Other Party must give Seller the opportunity to (have) a complaint investigated.
5. If the Other Party complains in time, this does not suspend his payment obligation. In that case, the Other Party is also obliged to accept and pay for the other ordered goods, unless they have no independent value.
6. If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation, unless the nature of the case or the other circumstances of the case imply a longer period.
7. If it is established that an item is defective and a complaint has been made in time, Seller will replace the defective item within a reasonable period after its return receipt or, if return is not reasonably possible, written notification regarding the defect by the Other Party, at Seller's option, or pay a replacement compensation to the Other Party. Seller has no further obligations. In the event of replacement, the Other Party is obliged to return the replaced item to Seller and to transfer ownership thereof to Seller, unless Seller indicates otherwise.
8. If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, on the part of Seller, will be entirely at the expense of the Other Party.
9. Seller is only liable for direct damage.
10. Direct damage is exclusively understood to mean:
– the reasonable costs to determine 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 ensure that the defective performance of Seller complies with the agreement, insofar as these can be attributed to Seller;
– reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
11. Seller is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend further than permitted under Article 7:24 paragraph 2 BW.
12. If Seller might be liable for any damage, the liability of Seller is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates, with a maximum of € 5,000, including VAT.
13. The liability of the Seller is in any case always limited to the amount of the payout from his insurer in the event of occurrence.
14. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Seller or his managerial subordinates.

Article 10 Limitation Period
1. Any right of action and other powers of the Counterparty against the Seller, on any grounds whatsoever, shall in any case lapse after the expiration of six months from the moment an event occurs that allows the Counterparty to use these rights and/or powers against the Seller, and in that period no legal claim has been made by the Counterparty.

Article 11 Transfer of Risk
1. The risk of loss, damage, or depreciation passes to the Counterparty at the moment goods are brought under the control of the Counterparty.

Article 12 Indemnification
1. The Counterparty indemnifies the Seller against any claims from third parties, who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than the Seller.
2. If the Seller should be addressed by third parties on that account, the Counterparty is obliged to assist the Seller both outside and in court and to do immediately all that may be expected of him in that case. Should the Counterparty fail to take adequate measures, the Seller is entitled, without notice of default, to do so himself. All costs and damages on the part of the Seller and third parties that arise as a result, are fully at the expense and risk of the Counterparty.

Article 13 Applicable Law and Disputes
1. All legal relationships to which the Seller is a party are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. Unless otherwise mandatorily determined, the court in Midden-Nederland, location Utrecht, is authorized to take cognizance of a dispute, unless mandatory law opposes this, while the Seller also has the right to submit the case to the court of the Counterparty's place of establishment.