General terms and conditions

Article 1. 
Definitions 

In these terms and conditions the following definitions apply:

• Favour: Brands Nederland B.V. (private limited liability company) with VAT number NL808918503B01 located at Florijn 16 in (5751 PC) Deurne registered with the Chamber of Commerce under number 170.97.876.
• Client: the natural or legal person who commissions Favour to carry out work, provide services or who buys products from Favour.

Article 2. 
Applicability 

• These general terms and conditions apply to all offers, quotations, agreements, services, work and deliveries of Favour, of whatever nature, unless their applicability is expressly excluded in full or in part in writing or expressly agreed otherwise.
• Any terms and conditions of the Client are expressly rejected. Deviations from and additions to these terms and conditions will only apply if and insofar as they have been expressly accepted by Favour in writing.
• Where departures from these general terms and conditions are permitted by Favour for a short or longer period of time, tacitly or otherwise, this does not affect its right to demand direct and strict compliance with these terms and conditions. The Client can never assert any rights on the grounds that Favour applies these terms and conditions leniently.
• These terms and conditions will also apply to all agreements with Favour, the execution of which requires the involvement of third parties.
• If one or more of the provisions of these general terms and conditions or any other agreement with Favour should be in breach of a mandatory statutory provision or any applicable legal provision, the provision concerned will cease to have effect and will be replaced by a new, legally permissible and comparable provision to be determined by Favour.
• Favour reserves the right to amend these terms and conditions at any time. The applicability of these general terms and conditions supersedes the applicability of all previous (versions of) general terms and conditions.

Article 3. 
Offers and quotations.

• All offers and quotations of Favour are revocable and made without obligation, unless otherwise stated in writing.
• The Client warrants the accuracy and completeness of the information, requirements, specifications of the performance and other data on which Favour bases its offer, provided by or on behalf of the Client to Favour.
• A composite quotation does not oblige Favour to carry out part of the assignment at a corresponding part of the quoted price.
• The content of the assignment is determined exclusively by the description of the assignment given in the quotation and order confirmation.
• The prices in Favour's offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the assignment, including postage and administration costs, unless stated otherwise. 

Article 4. 
Formation of the agreement 

• Subject to the provisions below, an agreement with Favour will not be concluded until Favour has accepted or confirmed an order in writing. The order confirmation is deemed to reflect the agreement accurately and in full, unless the client protests against it immediately and in writing.
• Any additional agreements or changes made at a later date will only be binding on Favour if they have been confirmed by Favour in writing within fourteen (14) days and the Client has not objected to them in writing within three (3) working days.
• For agreements, work or transactions for which according to their nature and scope, no written offer or order confirmation is sent, the invoice will be deemed to represent the agreement accurately and in full, unless objected to in writing within seven (7) working days from the invoice date.
• Favour is entitled, on or after entering into the agreement, before (further) performance, to demand security from the Client that both payment obligations and other obligations will be met.

Article 5. 
Delivery and deadlines 

• If Favour requires information or instructions from the Client as part of the execution of the agreement, the delivery period will begin after the Client has made all required information available to Favour in the manner indicated by Favour.
• If Favour has stated a delivery period, this will only be indicative. A stated delivery period is therefore never to be regarded as a deadline. If a term is exceeded, the Client must therefore declare Favour in default in writing. Favour must be offered a reasonable period in which to still carry out the agreement.
• Favour reserves the right to engage third parties not employed by Favour for the execution of (parts of) the assignment at its own expense. 

Article 6. 
Invoicing and payment

• Favour is entitled to require an advance from the Client prior to the execution of the agreement, which advance will be deducted from the final invoice. Advances must be paid without delay.
• Payment of invoices must be made within fourteen (14) days of the invoice date, in a manner to be indicated by Favour in the currency invoiced.
• Once fourteen (14) days have passed since the invoice date, the Client will be in default by operation of law without further notice of default being required.
  From the moment of default, the Client shall owe interest on the amount due of 1% per month, unless the legal (commercial) interest rate is higher, in which case the legal (commercial) interest rate shall apply. All judicial and extrajudicial costs incurred by Favour to obtain payment - both in and out of court - will be for the account of the Client from that moment. In that case, the Client will owe a compensation of at least 15% of the outstanding amount, with a minimum of € 75.00 (in words: seventy-five euros). If the actual costs incurred and to be incurred by Favour exceed this amount, they will also be eligible for reimbursement. The statutory regulations apply to the Client who is also a consumer.
• In the event of the Client's liquidation, bankruptcy or suspension of payments, Favour's claims and the Other Party's obligations to Favour will fall due immediately.
• Payments made by the Client will always serve to settle firstly all interest and costs owed and secondly those invoices which have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
• Favour is entitled to refuse full repayment of the principal sum, if the accrued and current interest and costs are not also repaid.
• If several legal entities or enterprises are referred to as the Client, they will be jointly and severally liable for the fulfilment of all obligations under the agreement concluded with Favour.

Article 7. 
Suspension and dissolution 

• If the Client fails to comply with its obligations under the agreement, Favour shall be entitled to dissolve the agreement extrajudicially by means of a registered letter, without prejudice to the relevant provisions in the agreement. Dissolution will only take place after the Client has been declared to be in default in writing and been given a reasonable period to remedy the shortcoming.
• Furthermore, Favour is entitled, without any demand or notice of default being required, to dissolve all or part of the agreement extrajudicially and with immediate effect by registered letter if:
  - the Client applies for (provisional) suspension of payment or the Client is granted (provisional) suspension of payment;
  - the Client files for its own bankruptcy or is declared bankrupt;
  - the Client's company is liquidated;
  - a major part of the Client's business is taken over;
  - the Client discontinues his current business;
  - a substantial part of the Client's assets are seized through no fault of Favour, or if the Client must otherwise no longer be deemed capable of fulfilling the obligations under the agreement.
• Amounts invoiced by Favour to the Client before the dissolution in connection with work already carried out by Favour in pursuance of the agreement will remain payable to Favour by the Client in full and will become immediately due and payable at the time of dissolution.
• If the Client, after having been given notice of default, fails to meet any obligation arising from the agreement in full or on time, Favour will be entitled to suspend its obligations to the Client, without being liable to pay any damages to the Client as a result. Favour will also be entitled to do so in the circumstances referred to in paragraph 2 of this clause.
• Insofar as the Client can be deemed a consumer, the Client can, in accordance with applicable consumer law, report the purchased product for return within 14 days after delivery without giving reasons. In such a case, Favour is obliged to refund the full purchase amount including the shipping costs charged within 14 days after the Client has indicated to exercise this right. The costs of the return shipment shall be borne by the Client.
• The provisions of the preceding paragraph shall not be applied to custom deliveries.
• The Client must return the goods to be returned in accordance with paragraph 5 of this article to Favour within 14 days of the return notification referred to in that paragraph.
• Favour reserves the right to suspend the payment referred to in the previous paragraph until the time the returned product is actually received.

Article 8. 
Liability 

• If Favour is liable for damage, this liability will be limited to compensation for direct damage and to a maximum of the invoice amount of the agreement. Direct damage shall be understood to mean exclusively:
  - The reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions.
  - Any reasonable costs incurred to make Favour's faulty performance conform to the agreement, unless they cannot be attributed to Favour.
  - Reasonable costs incurred to prevent or limit the damage, insofar as the Client demonstrates that these costs resulted in limiting the direct damage as meant in these general terms and conditions.
• Favour shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
  The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Favour.

Article 9. 
Right of retention 

• Favour may retain the items, products, property rights, data, documents, data files and (interim) results of Favour's services received or generated under the agreement, despite an existing obligation to surrender them, until the Client has paid all amounts due to Favour.

Article 10. 
Force majeure 

• Unforeseen circumstances of any nature whatsoever, as well as mobilisation, danger of war, government measures, strikes, sit-down strikes, transport strikes, fire, flooding, failure of third parties on whom Favour depends for the fulfilment of the agreement to comply, to comply on time or to comply properly, as a result of which the assignment cannot be carried out on time or without disproportionate onerous effort and/or costs measured according to objective standards, shall be deemed force majeure for Favour. The same applies if Favour is unexpectedly faced with illness or accident of its staff and/or third parties, whose replacement cannot reasonably be provided in the short term.
• If one of the cases mentioned in the previous paragraph occurs, the Client will give Favour the opportunity to still carry out the agreed performance in accordance with the agreement within a reasonable period.
• In the event of force majeure, any liability for damages on Favour's part on any account whatsoever is excluded. The parties will not exercise their right to dissolve the agreement in the event of force majeure until three (3) months have elapsed since the force majeure occurred, unless the parties have agreed on a longer period for carrying out the agreed performance.
• If Favour has already partly fulfilled its obligations when the force majeure arises, or can only partly fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Client is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered and/or deliverable part has no independent value.

Article 11. 
Confidentiality 

• Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the agreement. Information is deemed to be confidential if this has been communicated by the other party or if it arises from the nature of the information.
• Favour will only use the personal data of the Client and make it available to third parties insofar as this may be necessary for the proper performance of the agreement.

Article 12. 
Defects and complaint period 

• Complaints about work carried out and/or services rendered must be reported to Favour in writing by the Client within fourteen (14) days of completion or delivery of the work or services in question. A different period of 6 months after delivery applies to consumers. Favour will deal with complaints received within 14 days.
• If a complaint is justified, Favour will carry out the work or services as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
• Complaints submitted to the entrepreneur shall be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the 14-day period with a notice of receipt and an indication of when the consumer can expect a more detailed answer.
• If the complaint cannot be resolved by mutual agreement, a dispute arises which is subject to the dispute settlement procedure.
• Disputes can be submitted to a disputes committee. Submitting a dispute to this disputes committee involves costs that have to be paid by the consumer to the committee in question. It is also possible to submit complaints via the European ODR platform (http://ec.europa.eu/odr).
• A complaint does not suspend the obligations of the entrepreneur, unless the entrepreneur indicates otherwise in writing.
• If a complaint is found valid by the entrepreneur, the entrepreneur will, at his discretion, either replace or repair the delivered products free of charge.
• If the subsequent performance of the agreed service is no longer possible or useful, Favour will only be liable within the limits of article 8 of these general terms and conditions.

Article 13. 
Applicable law and choice of forum 

• Dutch law applies to all agreements concluded and to be concluded by Favour.
• All disputes - including those which are only regarded as such by one of the parties - arising from an agreement to which these terms and conditions apply in full or in part, or from other agreements resulting from such an agreement, will be settled by the competent court in Favour's place of business, unless a mandatory statutory provision dictates otherwise. This does not affect Favour's right to agree with the Client to have the dispute settled by independent arbitration.