Terms and Conditions

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Article 1 - Definitions 

1. Orbit Padel, a trade name of Baseline Group vof, located in Amsterdam, Chamber of Commerce number 83299076, is referred to as the seller in these general terms and conditions.  
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.  
3. Parties are the seller and the buyer together.  
4. The agreement refers to the purchase agreement between the parties.  
   
   

Article 2 - Applicability of general terms and conditions 

1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviation from these terms and conditions is only possible if expressly and in writing agreed upon by the parties.  

Article 3 - Payment 

1. The full purchase price is always paid immediately in the webshop. For reservations, a deposit may be required in some cases. In that case, the buyer will receive proof of the reservation and the advance payment.  
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend his obligations until the buyer has fulfilled his payment obligation.  
3. If the buyer remains in default, the seller will proceed to collection. The costs related to that collection will be borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.  
4. In case of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.  

Article 4 - Offers, quotations and price 

1. Offers are non-binding, unless an acceptance period is stated in the offer. If the offer is not accepted within that stipulated period, the offer lapses. 
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless the parties have expressly agreed otherwise in writing.  
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing. 
4. The price stated in offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies. 

Article 5 - Right of withdrawal

1. The consumer has the right to dissolve the agreement without stating reasons (right of withdrawal) within 14 days of receiving the order. The period starts from the moment the (entire) order has been received by the consumer. 
2. There is no right of withdrawal if the products are custom-made according to the consumer's specifications or have a limited shelf life.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon the buyer's request.  
4. During the cooling-off period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur. 

Article 6 - Amendment of the agreement

1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be performed for a proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. 
2. If the parties agree that the agreement will be changed or supplemented, the time of completion of the execution may be affected. The seller will inform the buyer of this as soon as possible.  
3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer about this in writing beforehand.  
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.  
5. Notwithstanding the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to him.  

Article 7 - Delivery and transfer of risk

1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.   

Article 8 - Inspection and complaints

1. The buyer is obliged to inspect the delivered goods at the time of delivery, or at least as soon as possible thereafter. The buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable thereto in normal (commercial) traffic. 
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods. 
3. If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair, or redeliver, or to refrain from delivery and send the buyer a credit note for that part of the purchase price. 
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size or finish cannot be held against the seller. 
5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement. 
6. No complaints will be accepted after the goods have been processed by the buyer. 

Article 9 - Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the delivered item having to conform to it. This is different if the parties have expressly agreed that the delivered item will conform to it. 
2. In agreements relating to immovable property, the mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the delivered item having to conform to it. 

Article 10 - Delivery

1. Delivery takes place 'ex works/store/warehouse'. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them to him or has them delivered, or at the moment these goods are made available to him according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the expense and risk of the buyer. 
4. If the goods are delivered, the seller is entitled to charge any delivery costs. 
5. If the seller requires buyer's data for the execution of the agreement, the delivery period commences after the buyer has provided this data to the seller. 
6. A delivery period stated by the seller is indicative. This is never a firm deadline. If the period is exceeded, the buyer must give the seller written notice of default. 
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In case of delivery in parts, the seller is entitled to invoice these parts separately. 

Article 11 - Force majeure

1. If the seller cannot, not timely or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damage suffered by the buyer.   
2. Force majeure is understood by the parties to mean, in any case, every circumstance which the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded from the buyer, such as, for example, illness, war or danger of war, civil war and riots, unrest, sabotage, terrorism, power outage, flood, earthquake, fire, company occupation, strikes, lockout, changed government measures, transport difficulties, and other disruptions in the seller's business.  
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.  
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill his obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only take place by registered letter.

Article 12 - Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision qualifies as a clause with proprietary effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.  

Article 13 - Retention of title and right of retention

1. The goods present at the seller's premises and delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the goods.  
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is creditor's default. A delayed delivery cannot be held against the seller in that case.  
3. The seller is not authorized to pledge the goods falling under his retention of title or to encumber them in any other way.
4. The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection at the first request.  
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The item will then not be delivered until the buyer has paid in full and as agreed.  
6. In case of liquidation, insolvency or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.  

Article 14 - Liability 

1. Any liability for damages arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the concluded liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.  
2. The seller's liability for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates is not excluded.

Article 15 - Obligation to complain

1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain as detailed a description of the shortcoming as possible, so that the seller is able to respond adequately to it.  
2. If a complaint is well-founded, the seller is obliged to repair the item and possibly replace it.

Article 16 - Guarantees

1. The intended guarantee aims to establish a risk distribution between the seller and the buyer such that the consequences of a breach of a guarantee are always fully for the account and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a guarantee. The provisions of the previous sentence also apply if the breach was known or could have been known to the buyer by conducting an investigation. 
2. The aforementioned guarantee does not apply when the defect has arisen as a result of improper or incorrect use or when - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended. 
3. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer. 
    

Article 17 - Intellectual property 

1. Baseline Group vof, trading under the name Orbit Padel, retains all intellectual property rights (including copyright, patent right, trademark right, design right, etc.) to all products, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing. 
2. The customer may not (have) copy, show to third parties and/or make available or otherwise use the aforementioned intellectual property rights without the prior written consent of Baseline Group vof, trading under the name Orbit Padel.

Article 18 - Amendment of general terms and conditions

1. Baseline Group vof, trading under the name Orbit Padel, is entitled to amend or supplement these general terms and conditions. 
2. Minor changes can be implemented at any time. 
3. Baseline Group vof, trading under the name Orbit Padel, will discuss major substantive changes with the customer as much as possible beforehand.
4. Consumers are entitled to terminate the agreement in the event of a significant change to the general terms and conditions.

Article 19 - Applicable law and competent court

1. Dutch law applies exclusively to every agreement between the parties. 
2. The Dutch court in the district where Baseline Group vof, trading under the name Orbit Padel, is located has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If in a legal procedure one or more provisions of these general terms and conditions are deemed unreasonably onerous, the other provisions will remain in full force and effect.  

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Drawn up on July 1, 2021