Article 1 – General Provisions These terms and conditions apply to all offers, agreements, and all subsequent actions between Vira BV or one of its affiliated legal entities and other legal entities, hereinafter: Vira BV, and you, the customer. Your terms and conditions do not apply and are expressly rejected. If a provision in these terms and conditions is void or annulled, the remaining provisions remain valid. You must agree to new provisions. These will correspond as much as possible with the old void or annulled provisions. The provisions of the agreement prevail if they conflict with the provisions of these terms and conditions.

Article 2 – When is there an agreement? All offers from Vira BV are without obligation and are valid for 30 days. When you place an order, you will receive a written confirmation from Vira BV. The agreement is concluded after receipt of the written confirmation or by the actual commencement of work by Vira BV. Articles 6:227b paragraph 1 of the Dutch Civil Code and 6:227c of the Dutch Civil Code are expressly not applicable to agreements with parties acting in the exercise of a profession or business.

Article 3 – How does delivery work? Vira BV performs every service as agreed in writing and may use third parties for this purpose. Vira BV may deliver ordered items in parts. The agreed delivery period is not a strict deadline. If Vira BV does not deliver within the agreed period, you must give Vira BV a reasonable period of at least 30 days in writing to still perform. Vira BV can only be in default after the expiry of the aforementioned period. Agreements regarding delivery are made in the contract. You must take delivery of the products at the moment Vira BV indicates that they can be collected or when they are delivered to you. If you have still not collected the products eight days after being summoned to take delivery, Vira BV may sell the products to another party or store them at your risk. You will owe Vira BV the additional costs, including in any case storage costs and handling costs. In this case, Vira BV may dissolve the agreement.

Article 4 – What are your obligations in case of a defect? You are obliged to inspect and check delivered products immediately upon receipt. Objections, defects, or deficiencies regarding (not immediately visible) defects must be reported to Vira BV in writing and in as much detail as possible immediately. Immediately is understood to mean at the latest within two calendar days after you have discovered them (or could have discovered them). Without this notification, the products in question are deemed to have been delivered without damage, deficiencies, or defects, and it is assumed that Vira BV has delivered in accordance with the agreement. Damage to products caused by destruction or damage to the packaging is at your expense and risk. Reporting a complaint does not suspend your payment obligation. In that case, you also remain obliged to take delivery of and pay for any other ordered items. If it appears that a complaint is unfounded, the costs incurred by Vira BV as a result will be entirely at your expense.

Article 5 – How do you pay for Vira BV products? All costs from the agreement are exclusive of VAT. Other government-imposed levies, transport and delivery costs, travel and accommodation costs abroad, and the use of special installations are also not included. You must pay immediately or within the period specified in the agreement, in a manner indicated by Vira BV in the currency in which the invoice was issued. Through the webshop, you have the option to complete the payment via iDEAL, Bancontact, or other payment options. When you choose this, you will be redirected to the website of this third party. After completing the payment, you will receive the payment confirmation and the invoice at the email address you provided. When Vira BV delivers in parts, each part may be invoiced separately. If you do not pay within the agreed period, you are immediately in default and you will owe interest after the due date of the invoice. This interest will be equal to the statutory commercial interest, with a minimum of two percent per month. You must also pay all (extra)judicial collection costs of Vira BV. These costs amount to at least 15 percent of the principal sum with a minimum of €150.00. You may not offset any claims against Vira BV, for whatever reason, against outstanding invoices. Vira BV has the right to demand security from you for the fulfillment of your (payment) obligations and/or to ship exclusively cash on delivery. Do you have an objection to the invoice? Then you must inform Vira BV in writing within 7 days of the invoice date. If you do not do this, the invoiced amount is considered acknowledged. Objections to the invoice do not suspend your payment obligation.

Article 6 – When may Vira BV suspend or (partially) dissolve the agreement? In addition to the legal options for suspension and (partial) dissolution, Vira BV may suspend the execution of the agreement immediately, without prior notice to you, or (partially) dissolve it immediately, without prior notice to you, when: – you refuse to provide payment security; – there is a case of your bankruptcy, (provisional) suspension of payments granted to you, your placement under guardianship, debt restructuring or cessation, liquidation or full or partial transfer of your company, or an attachment that is not lifted or annulled within 30 days. If one of the aforementioned circumstances occurs, you are immediately in default. Vira BV then also has the right to claim compensation from you.

Article 7 – What are your costs upon cancellation? If you cancel the order, you must compensate the costs incurred by Vira BV and the damage it suffers as a result up to a reasonable amount. Vira BV reserves the right to claim compensation if the damage exceeds the reasonable amount. The reasonable amount is calculated based on the following scale: for cancellation up to eight days before the delivery date: 25% of the order; for cancellation more than one day but less than eight days before the delivery date: 50% of the order; for cancellation one day or less before the delivery date: 75% of the order.

Article 8 – What are the consequences of force majeure? In the event of force majeure, Vira BV may suspend the execution of the agreement or (partially) dissolve the agreement without being required to pay you any compensation. If the force majeure lasts longer than 60 consecutive days, you may dissolve the agreement in writing. Vira BV will not owe you any compensation.

Article 9 – Retention of Title All products delivered by Vira BV remain the property of Vira BV until you have paid the full amount due. You may not pledge or otherwise encumber these products delivered under retention of title. If a third party seizes these products delivered under retention of title or wishes to establish a right to them, you must inform Vira BV as soon as possible. You are obliged, if possible, to insure and keep insured the products delivered under retention of title against fire, explosion, and water damage as well as against theft. If Vira BV requests this, Vira BV may inspect the insurance policy. You are obliged to store the items delivered under retention of title with due care and as recognizable property of Vira BV. If it is more favorable for Vira BV, the retention of title after the import of the items concerned into another country shall be governed in its full extent and in particular also in its scope by the law of that country. If possible, the retention of title then extends to the new items formed with the delivered items, and the ownership of the items remains with Vira BV until you have paid the full amount due. In this case, Vira BV is considered the producer of the newly manufactured products and is co-owner thereof, in accordance with its share in the value of the newly manufactured product.

Article 10 – Intellectual Property Rights You may not disclose or reproduce the work of Vira BV unless Vira BV gives you written permission to do so. Vira BV holds the copyright to all works created by or on its behalf. All intellectual property rights, including but not limited to copyrights, trademark rights, and database rights, on the information, texts, images, logos, photos, and illustrations on the website and on the layout and design of the website belong to Vira BV and/or its licensors. You may not infringe upon these, which also includes making copies of the website other than technical copies required for the use of the website. At the first request of Vira BV, you must return the data provided to you to Vira BV within a period set by Vira BV. In the event of a violation of the first or second paragraph, you will owe a fine of €25,000.00 per violation and €5,000.00 for each day the violation continues, with a maximum of €250,000.00. In the event of a violation of the provisions in paragraph 3, you will owe a fine of €1,000.00 per day with a maximum of €50,000.00. Vira BV is entitled to claim compensation for full damages and/or performance in addition to payment of the fine. You remain the owner of the documents you have provided to Vira BV for inspection. Vira BV may use the knowledge it has acquired through the assignment for other purposes, provided that your confidential information is not brought to the knowledge of third parties.

Article 11 – Confidential Information and Personal Data Parties are obliged to keep all confidential information they receive about the other party’s business secret. This also applies to engaged third parties. Information is confidential if it has been designated as such by one of the parties. When Vira BV acts as a data controller within the meaning of the General Data Protection Regulation (hereinafter: GDPR), the following provisions apply: Vira BV is responsible for the protection of personal data whose use by Vira BV is necessary for the correct preparation and execution of the agreement. When Vira BV processes personal data, this is done with the utmost propriety and care and in accordance with the GDPR. Vira BV only uses the personal data to the extent necessary to be of service to the customer. The personal data will not be kept longer than legally permitted or necessary for the execution of the agreement. Vira BV takes technical and organizational measures to ensure an appropriate level of security regarding personal data, taking into account the state of the art and the nature of the processing. If the data subject wishes to invoke one of the rights they have based on the GDPR, this request can be submitted in writing via info@virabv.com. Vira BV will process this request within the statutory periods. Vira BV provides your data to third parties and will only provide it if this is necessary for the execution of our agreement or to comply with a legal obligation. Should Vira BV provide your data to third parties for other reasons, Vira BV will first ask for permission. Vira BV concludes a processing agreement with organizations that process your data to ensure the same level of security and confidentiality of your data.

Article 12 – Warranty If a warranty is given by Vira BV on delivered items, written agreements are made regarding the warranty period and additional warranty conditions. If you invoke the warranty within the agreed period, Vira BV has the right to replace or repair the product, or to still deliver the missing part, within a reasonable period after you have informed Vira BV that there is a defect. Vira BV chooses the manner in which a complaint is resolved. If Vira BV performs properly within the period, the agreement has been correctly fulfilled and you are not entitled to compensation. Warranty does not apply in cases of force majeure. Warranty is only given if you have fulfilled all your obligations. Any claim to warranty expires if the products delivered by Vira BV have been handled and/or processed improperly by you and/or the instructions given by Vira BV have not been followed. No warranty applies to normal wear and tear. Any right to warranty expires if you do not comply with the provisions in Article 4 of these terms and conditions.

Article 13 – Limitation of Liability The cumulative liability of Vira BV for damage resulting from an attributable shortcoming, unlawful act, or any other legal ground shall never exceed a maximum of twice the invoice value of the order excluding turnover tax. The limitation in the first paragraph of this article does not apply if there is damage due to intent or deliberate recklessness. Any liability of Vira BV, as well as the legal action for compensation, for whatever reason, expires in any case after the lapse of one year after you have protested in this regard. You indemnify Vira BV against any claims from third parties who suffer damage in connection with the execution of the agreement.

Article 14 – Amendment of these Terms Vira BV can always, without prior notice, amend the terms and conditions. Vira BV can announce changes to these terms by posting them on its website or communicating them in another way. It is therefore advisable to review the terms from time to time (https://www.virabv.com/algemene-voorwaarden). Amendments also apply to already existing agreements.

Article 15 – Complaints and Disputes Are you not satisfied with our service? We appreciate it if you let us know first so that we can seriously address your complaint. Should a dispute nevertheless arise, you must turn to the competent court in East Brabant. The possibility to start a dispute in court expires one year after the cause for the dispute arose. The competent court in East Brabant has exclusive jurisdiction to hear disputes.

Article 16 – Applicable Law Dutch law applies exclusively to all agreements, these terms and conditions, and actions resulting therefrom, with the exception of the provisions in Article 10 paragraph 6 of these terms. The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.