Terms and conditions

Effective as of March 14, 2022

General Terms and Conditions of ToExplore B.V., based in Epe, registered with the Chamber of Commerce under number 65329228.

Article 1 Definitions

In these General Terms and Conditions, the following terms are used with the following meanings, unless expressly stated otherwise:

- General Terms and Conditions: The general terms and conditions as set out below.
- ToExplore B.V.: ToExplore B.V., registered with the Chamber of Commerce under number 65329228.
- Distance Purchase: The agreement between the counterparty and ToExplore B.V., whereby, within the framework of a system organized by ToExplore B.V. for distance selling, the agreement is concluded exclusively using one or more techniques for remote communication, such as a website, phone, or other means of communication.
- Agreement: Any agreement concluded between ToExplore B.V. and the counterparty.
- Product: All goods that are the subject of the agreement concluded between the Counterparty and ToExplore B.V.
- Voucher: A value voucher, meeting authenticity characteristics, which the counterparty can use to obtain the product either free of charge or at a discount.
- Counterparty: The person who has accepted these general terms and conditions and has purchased the product.

Article 2 Scope

1. These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between ToExplore B.V. and the Counterparty, unless the parties have expressly and in writing deviated from these General Terms and Conditions.
2. These General Terms and Conditions also apply to agreements with ToExplore B.V., for the execution of which third parties must be involved.
3. The applicability of any purchasing or other general terms and conditions of the Counterparty is expressly rejected.
4. If it is found that one or more provisions in these General Terms and Conditions are null and void or voidable, the other provisions of these General Terms and Conditions will remain in effect. In that case, ToExplore B.V. and the Counterparty will enter into consultations with the aim of agreeing on new provisions to replace the null or voided provisions.
5. Deviations from the Agreement and General Terms and Conditions are only valid if they have been agreed upon in writing and expressly with ToExplore B.V.

Article 3 Offers

1. Offers are made through the webshops unless urgent circumstances make this impossible.
2. All offers from ToExplore B.V. are non-binding. The offer is valid as long as stocks last.
3. ToExplore B.V. cannot be held to its offers if the Counterparty, in terms of reasonableness and fairness and generally accepted views in social interactions, should have understood that the offer or a part thereof contained an obvious mistake or error.
4. If the acceptance deviates, whether on minor points, from the offer included in the offer, ToExplore B.V. is not bound to it. The Agreement will then not be concluded in accordance with this deviating acceptance unless ToExplore B.V. indicates otherwise.
5. A composite price quotation does not obligate ToExplore B.V. to deliver part of the items included in the offer at a corresponding part of the quoted price.
6. Offers do not automatically apply to future orders or repeat orders.
7. The Agreement is concluded by the timely acceptance by the Counterparty of the offer from ToExplore B.V.

Article 4 Execution of the Agreement

1. ToExplore B.V. has the right to have the Agreement executed by third parties.
2. ToExplore B.V. has the right to execute the Agreement in phases.
3. If the Agreement is executed in phases, ToExplore B.V. has the right to invoice each executed part separately and to demand payment for it.
4. If the Agreement is executed in phases, ToExplore B.V. has the right to suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.
5. If and as long as this invoice is not paid by the Counterparty, ToExplore B.V. is not obliged to execute the next phase and has the right to suspend the Agreement.
6. The Counterparty shall timely provide all data or instructions that are necessary for the execution of the Agreement or which the Counterparty should reasonably understand are necessary for the execution of the Agreement to ToExplore B.V.
7. If the preceding data and instructions are not provided or not provided timely, ToExplore B.V. has the right to suspend the execution of the Agreement. The additional costs incurred due to the delay will be borne by the Counterparty.

 

Article 5 Prices

1. Prices are expressed in euros, including VAT and other government levies, unless otherwise indicated.
2. Prices include travel, accommodation, packaging, delivery or shipping costs, and administrative costs unless otherwise indicated.
3. For shipments abroad, a surcharge will be charged, and the VAT will be shifted. Surcharges are listed in the webshops.
4. ToExplore B.V. will timely inform the Counterparty of all additional costs before concluding the Agreement or provide data on the basis of which these costs can be calculated by the Counterparty.

Article 6 Price Change

1. If ToExplore B.V. agrees on a fixed price with the Counterparty at the conclusion of the Agreement, ToExplore B.V. is entitled to increase the price even when the price was originally not subject to reservation.
2. If ToExplore B.V. intends to change the price, it will notify the Counterparty as soon as possible.
3. If a price increase occurs within three months after the conclusion of the Agreement, the Counterparty can dissolve the Agreement by a written declaration, unless:
- The price increase is due to a power or an obligation resting on ToExplore B.V. under the law;
- ToExplore B.V. is still willing to execute the Agreement based on the originally agreed upon;
- It is stipulated that the delivery will take place more than three months after the purchase.
4. The Counterparty has the right to dissolve the Agreement if the price is increased more than three months after the conclusion of the Agreement unless it has been stipulated that the delivery will take place more than three months after the purchase.

Article 7 Distance Purchase

To exercise the right to cancel, you must inform us [ToExplore, Dellendwarsweg 1 Epe, support@toexplore.net] of your decision to cancel this contract by a clear statement (e.g. a letter sent by via our contactform). You may use the model cancellation form, but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancel before the cancellation period has expired.

1. In the case of Distance Purchase, delivery must take place within thirty calendar days at the latest.
2. In the case of Distance Purchase, ToExplore B.V. has the right to require the Counterparty to make an advance payment of up to 50 percent of the price.
3. In the case of Distance Purchase, the Counterparty has the right to revoke the Agreement within fourteen calendar days after receiving the goods delivered by ToExplore B.V. without giving any reason.
4. In the case of Distance Purchase, the Counterparty has the right to revoke the Agreement after thirty calendar days if ToExplore B.V. has not delivered the product within thirty calendar days unless the parties have agreed on a different delivery period.
5. If ToExplore B.V. has not met its information obligation or has not provided data in the correct form, the Counterparty has the right to dissolve the Agreement within three months after receiving the goods delivered by ToExplore B.V. without giving any reason. If ToExplore B.V. fulfills the information obligation within these three months, the period of fourteen calendar days will begin to run the day after it has still fulfilled this obligation.
6. If the Counterparty has made use of its right of withdrawal, it is obliged to return the goods within 30 calendar days after it has notified ToExplore B.V. that it is revoking the agreement.
7. If the items are not available, ToExplore B.V. will inform the Counterparty as soon as possible and refund the advance payment within fourteen calendar days at the latest. If ToExplore B.V. and the Counterparty agree that an item of similar quality and price may be delivered, the return shipping costs will be borne by ToExplore B.V. The above only applies if the Counterparty uses its right of withdrawal during the cooling-off period.
8. The provisions of this article do not apply if the Agreement concerns:
- for the provisions of services after the service has been fully performed, provided that the performance has begun with the consumer’s prior express consent, and with the acknowledgement that he will lose his right of withdrawal once the contract has been fully performed by the trader;
- for the supply of goods or services for which the price is dependent on fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period;;
- for the supply of goods made to the consumer’s specifications or clearly personalized;
- for the supply of goods which are liable to deteriorate or expire rapidly;
- for the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
- for the supply of goods which are, after delivery, according to their nature, inseparably mixed with other items;
- for the supply of alcoholic beverages, whose price has been agreed at the time of the conclusion of the sales contract, whose delivery can only take place after 30 days and the actual value of which is dependent on fluctuations in the market which cannot be controlled by the trader;
- where the consumer has specifically requested a visit from the trader for the purpose of carrying out urgent repairs or maintenance. If, during the visit, the trader provides services that are additional to those specifically requested by the consumer (i.e. repair or maintenance), the right of withdrawal will apply to those additional services or goods. Similarly, if during the visit the trader supplies goods other than the replacement parts necessary to carry out the repair or maintenance, the right of withdrawal shall apply to these goods;
- for the supply of sealed audio or video recordings, or sealed computer software, which were unsealed after delivery;
- for the supply of a newspaper, periodical or magazine with the exception of subscription contracts for the supply of such publications;
- concluded at a public auction;
- for the provision of accommodation other than for residential purpose, transport of goods, car rental services, catering or services related to leisure activities if the contract provides for a specific date or period of performance.

Article 8 Return Policy

1. The Counterparty can revoke the Agreement via the standard form for withdrawal provided by ToExplore B.V. or in a manner chosen by the Counterparty.
2. If the Counterparty returns the delivered goods, it must return them in proper packaging, with all delivered accessories, and in original condition. This can be done free of charge with the return form provided by ToExplore B.V. The shipping costs for the return are at the risk and expense of the Counterparty if the Counterparty has chosen a delivery method other than the standard delivery offered by ToExplore B.V.
3. Return items clean, and if possible in their original condition.
4. All tags or labels must be attached to the product as delivered.
5. If possible, return products in the original shipping packaging and returned complete.
6. The return shipment must include the return form.
7. If the Counterparty has used its right of withdrawal, ToExplore B.V. will refund the full advance payment, including the paid shipping costs, no later than fourteen calendar days after the dissolution of the Agreement.

Article 9 Delivery

1. Delivery takes place by putting the item in the power of the Counter

party. After delivery, the risk of the item passes to the Counterparty.
2. Delivery takes place from ToExplore B.V. or at the address provided by the Counterparty, unless otherwise agreed.
3. The Counterparty is obliged to accept the purchased goods at the moment they are handed over, unless this entails serious objections or unreasonable costs.
4. If the Counterparty refuses to accept the item at the delivery location or is negligent in providing data or instructions necessary for the delivery, the items intended for delivery will be stored at the risk and expense of the Counterparty after ToExplore B.V. has informed the Counterparty.

Article 10 Delivery Periods

1. Delivery will take place within a period specified by ToExplore B.V. and a maximum of 5 working days.
2. If a period is agreed upon or specified for the delivery of the item, this period is only indicative and should never be considered a fatal period.
3. If ToExplore B.V. needs data or instructions from the Counterparty necessary for the delivery, the delivery period will commence after the Counterparty has provided these to ToExplore B.V.
4. In case of exceeding the delivery period, the Counterparty must notify ToExplore B.V. in writing, providing ToExplore B.V. with a reasonable period to still deliver the item.
5. A notice of default is not required if the delivery has become permanently impossible or it has become otherwise apparent that ToExplore B.V. will not fulfill its obligations under the Agreement. If ToExplore B.V. does not deliver within this period, the Counterparty has the right to dissolve the Agreement without judicial intervention and/or to demand compensation.

Article 11 Transfer of Risk

1. The items that are the subject of the Agreement remain at the risk of ToExplore B.V. until the moment they are put into the power of the Counterparty.
2. The risk of loss, damage, or depreciation of items that are the subject of the Agreement passes to the Counterparty at the moment the items are put into the power of the Counterparty or a third party designated by the Counterparty.

Article 12 Payment

1. Payment is made by means of digital payment at the time of purchase or delivery unless otherwise agreed.
2. Payment is made in advance. Payment can be made afterwards through such providers. If such a provider applies a policy for payments and terms, ToExplore will also adhere to that policy.
3. Payment afterwards must be made within 30 days of the invoice date, in a manner indicated by ToExplore B.V. and in the currency in which it was invoiced unless otherwise agreed.
4. ToExplore B.V. and the Counterparty can agree that payment will be made in installments. If payment in installments is agreed, the Counterparty must pay according to the terms and percentages specified in the Agreement.
5. The Counterparty is not entitled to deduct any amount from the amount owed due to a counterclaim asserted by him.
6. Objections to the amount of the invoice do not suspend the payment obligation.
7. After the expiration of 30 days after the invoice date, the Counterparty is in default without notice of default being required. The Counterparty owes interest of 2% per month on the due amount from the moment of default unless the statutory interest rate is higher.
8. In the event of bankruptcy, suspension of payments, or curatorship, the claims of ToExplore B.V. and the obligations of the Counterparty towards ToExplore B.V. are immediately due and payable.

Article 13 Voucher

1. A Voucher can only be used at ToExplore B.V.
2. The Counterparty must keep a Voucher carefully. No compensation is provided in case of theft or loss.
3. A Voucher is only valid during the validity period. The validity period is stated on the Voucher.
4. Vouchers cannot be returned or exchanged for money.
5. In the case of Distance Purchase, vouchers can be returned within fourteen days. After this period, vouchers cannot be returned or exchanged for money.

Article 14 Retention of Title

1. All items delivered by ToExplore B.V. within the framework of the Agreement remain the property of ToExplore B.V. until the Counterparty has properly fulfilled and fully paid for everything it owes under the Agreement.
2. The owed amount also includes the reimbursement of all costs and interest, including those for previous and subsequent deliveries and services rendered, as well as claims for damages due to failure to perform.
3. As long as ownership of the delivered goods has not passed to the Counterparty, the Counterparty may not sell, pledge, or otherwise encumber the items falling under the retention of title, except within the normal course of its business.

Article 15 Suspension and Dissolution

1. If the Client fails to fulfill any obligation under the Agreement, or fails to do so fully, timely, or properly, ToExplore B.V. has the right to suspend the fulfillment of its obligations and/or is authorized to dissolve the Agreement with immediate effect. Furthermore, ToExplore B.V. is authorized to suspend the fulfillment of its obligations and/or dissolve the Agreement with immediate effect if:
- After the conclusion of the Agreement, ToExplore B.V. becomes aware of circumstances that give good reason to fear that the Client will not fulfill its payment obligation;
- The Client has a payment arrear of more than two months;
- The Client is declared bankrupt, applies for a moratorium, requests the application of the debt restructuring scheme for natural persons, or faces a seizure of its property.
2. Dissolution takes place in writing and without judicial intervention. If the Agreement is dissolved, the claims of ToExplore B.V. against the Client are immediately due and payable.

Article 16 Force Majeure

1. A failure cannot be attributed to ToExplore B.V. or the Counterparty because the failure is not due to its fault, nor is it accountable by law, legal act, or generally accepted views. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
2. In addition to what is understood in the law and jurisprudence, force majeure in these General Terms and Conditions includes all external causes, foreseen or unforeseen, over which ToExplore B.V. cannot exert influence and as a result of which ToExplore B.V. is unable to fulfill its obligations. Circumstances causing force majeure include strikes, lockouts, fires, water damage, natural disasters, or other external calamities, mobilization, war, traffic obstructions, blockades, import or export restrictions, or other government measures, delays in the supply of raw materials or machine parts, lack of labor, as well as any circumstance that hinders the normal course of business, as a result of which the fulfillment of the Agreement by ToExplore B.V. cannot reasonably be demanded by the Counterparty.
3. ToExplore B.V. is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after ToExplore B.V. should have fulfilled its obligation.
4. In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any damages.
5. Both ToExplore B.V. and the Counterparty can suspend the obligations under the Agreement in whole or in part during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to dissolve the Agreement with immediate effect by written notification without judicial intervention, without either party being able to claim any damages.
6. If the force majeure situation is temporary, ToExplore B.V. reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially.
7. If ToExplore B.V. has already partially fulfilled its obligations under the Agreement at the time the force majeure occurs, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, ToExplore B.V. 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 17 Warranties

1. ToExplore B.V. guarantees that the delivered items comply with the Agreement. ToExplore B.V. also guarantees that the delivered items meet the usual requirements and standards that can reasonably be expected and that the items possess the properties necessary for normal use under all circumstances.
2. The warranty stated in these General Terms and Conditions applies to use within and outside the Netherlands.
3. The warranty applies from the moment of delivery for a period of 6 months, unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise. After the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out costs, will be charged to the Counterparty.
4. If the delivered item has been produced by a third party, the warranty provided by that third party applies, unless otherwise indicated.
5. If the delivered Product does not meet the warranty, ToExplore B.V. will, after notification, replace or repair the Product within a reasonable period free of charge.
6. When the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out costs, are at the expense of the Counterparty.
7. Any form of warranty lapses if a defect is caused by or results from improper use or lack of care, or if it is caused by changes made by the Counterparty or third parties to the delivered item. ToExplore B.V. is also not liable for any damage resulting from these defects.
8. The warranty also lapses if the defect is caused by or is the result of circumstances beyond ToExplore B.V.'s control, including weather conditions.

Article 18 Liability

1. ToExplore B.V. is only liable for direct damage caused by deliberate recklessness or intent of ToExplore B.V

.
2. ToExplore B.V. is never liable for indirect damage, including consequential damage, lost profits, missed savings, business interruption, or immaterial damage of the Counterparty. In the case of consumer purchase, this limitation does not extend beyond that permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. ToExplore B.V. is not liable for damage of any kind caused by ToExplore B.V. based on incorrect and/or incomplete information provided by the Counterparty, unless this incorrectness or incompleteness should have been known to ToExplore B.V.
4. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of ToExplore B.V. or its executive subordinates.
5. If ToExplore B.V. is liable for any damage, the liability of ToExplore B.V. is limited to the maximum amount of three times the amount stated on the invoice or to the amount to which the insurance taken out by ToExplore B.V. gives entitlement, increased by the deductible that ToExplore B.V. bears according to the insurance.
6. The Counterparty must report the damage for which ToExplore B.V. can be held liable as soon as possible, but in any case within 10 days after the damage occurs, to ToExplore B.V., under penalty of forfeiture of any right to compensation for this damage.
7. Any liability claim against ToExplore B.V. expires within one year after the Counterparty has become aware of the damage-causing event or should reasonably have become aware of it.

Article 19 Indemnity

1. The Counterparty indemnifies ToExplore B.V. against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Counterparty.
2. If ToExplore B.V. is held liable by third parties, the Counterparty is obliged to assist ToExplore B.V. both outside and in court. All costs and damage on the part of ToExplore B.V. and third parties are further at the expense and risk of the Counterparty.

Article 20 Limitation Period

1. For all claims against ToExplore B.V. and the third parties engaged by ToExplore B.V., a limitation period of one year applies, deviating from the statutory limitation periods.
2. The above does not apply to claims based on the fact that the delivered item does not conform to the Agreement. In this case, the claims expire two years after the Counterparty has informed ToExplore B.V. about the defect in the delivered item.

Article 21 Intellectual Property

1. ToExplore B.V. reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations.
2. ToExplore B.V. reserves the right to use the knowledge gained during the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 22 Newsletter

1. The Counterparty can subscribe to the newsletter.
2. The newsletter keeps the Counterparty informed of the latest news and developments.
3. The Counterparty receives the newsletter by mail and email.
4. The Counterparty can unsubscribe from the newsletter at any time in writing or via the hyperlink. The Counterparty will then no longer receive any messages.

Article 23 Amendment of General Terms and Conditions

1. ToExplore B.V. has the right to unilaterally amend these general terms and conditions.
2. Amendments will also apply to previously concluded agreements.
3. ToExplore B.V. will inform the Client of the amendments by email.
4. The amendments to the general terms and conditions will take effect thirty days after the Client has been informed of the amendments.
5. If the Client does not agree with the announced amendments, the Client has the right to dissolve the agreement.

Article 24 Applicable Law and Disputes

1. All legal relationships to which ToExplore B.V. is a party are exclusively governed by Dutch law. This also applies if an obligation is wholly or partially performed abroad or if the Counterparty is domiciled abroad.
2. The court of the Gelderland district has exclusive jurisdiction to hear any dispute.

Article 25 Place of Deposit

These General Terms and Conditions are filed with the Chamber of Commerce under number 65329228.