General terms and conditions
In these terms and conditions, the following terms are used:
Customer: any natural person or legal entity who enters into an agreement with Hada’s Chocolates or to whom Hada’s Chocolates makes an offer;
Withdrawal period: the period within which the buyer can make use of his right of withdrawal;
Hada’s Chocolates: Hada’s Chocolates, having its registered office in Amsterdam, trade register number 64435326, also trading under the name Hada’s Cakes;
Right of withdrawal: the ability of the customer within the cooling-off period to abandon the distance contract, except in the case of the exceptions included in these terms and conditions;
Delivery time: the period within which the obligations included in the agreement must be fulfilled;
Agreement: the agreement that is concluded between Hada’s Chocolates and the buyer in connection with the goods and services to be delivered by Hada’s Chocolates to the buyer;
Agreement concluded at a distance: agreement whereby up to and including the conclusion thereof the Agreement whereby, up to and including the conclusion of this at a distance: exclusively or partly use is made of one or more techniques for distance communication.
Where these terms and conditions refer to ‘in writing’, this is also understood to mean by email.
2.1. These terms and conditions apply to every offer made by Hada’s Chocolates and to all Agreements and other legal relationships under which Hada’s Chocolates supplies goods and/or services to the buyer and therefore form part of them. The parties may deviate from these terms and conditions (in part) by Agreement.
2.2. Applicability of purchase conditions and other conditions used by the Purchaser, however named, is expressly rejected.
2.3. Before the remote agreement is concluded, the text of these general terms and conditions will be made available to the buyer. If this is not reasonably possible, Hada’s Chocolates will indicate, before the distance contract is concluded, how the terms and conditions can be viewed. At the purchaser’s request, Hada’s Chocolates will send the terms and conditions to him/her as soon as possible and free of charge.
2.4. If the distance contract is concluded electronically, in deviation from the previous paragraph and before the distance contract is concluded, the text of these terms and conditions may be made available to the customer electronically in such a way that it can easily be stored by the customer on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded it will be indicated where the general terms and conditions can be viewed electronically. At the customer’s request, Hada’s Chocolates will send the terms and conditions to him as soon as possible, free of charge.
2.5. Where specific product terms and conditions apply in addition to these General Terms and Conditions, the third and fourth paragraphs apply accordingly and the buyer may always rely on the applicable provision that is most favourable to him in case of conflicting terms and conditions.
2.6. If any provision of the Agreement and/or these General Terms and Conditions is nullified or is otherwise inapplicable, the other provisions of the Agreement and/or these General Terms and Conditions will apply in full.
- The offer
3.1. Every offer of Hada’s Chocolates, including every offer on the website of Hada’s Chocolates, is without engagement, unless explicitly stated otherwise in the offer.
3.2. If an offer has a limited period of validity or is made subject to conditions, this is explicitly stated in the offer.
3.3. The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the buyer. If Hada’s Chocolates uses images, then these are a true representation of the products that it offers. It follows from the nature of the products offered by Hada’s Chocolates that images, measurements, colours, weights and other specifications in the offer are only approximate and may not be a reason for dissolving the agreement and/or compensation. Obvious mistakes or obvious errors in the offer do not bind Hada’s Chocolates.
3.4. An offer contains such information that it is clear to the buyer what rights and obligations are attached to accepting the offer.
- The Agreement
4.1. Subject to the provisions of paragraph 2, the Agreement shall be concluded at the time of acceptance of the offer by the Customer and fulfilment of the conditions laid down.
4.2. If the customer has accepted the offer electronically, Hada’s Chocolates will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by Hada’s Chocolates, the buyer may dissolve the agreement.
4.3. If the Agreement is concluded electronically, Hada’s Chocolates will take appropriate technical and organizational measures to protect the electronic transmission of data and Hada’s Chocolates will provide a secure web environment. If the buyer can pay electronically, Hada’s Chocolates will observe appropriate security measures.
4.4. Hada’s Chocolates may – within the legal framework – inform itself whether the buyer can fulfil his payment obligations, as well as of all those facts and factors that are important for a responsible conclusion of the distance contract. If Hada’s Chocolates has good grounds on the basis of this investigation for not entering into the Agreement, it is entitled to refuse an order or request while giving reasons, or to attach special conditions to the execution.
4.5. Not later than upon delivery of the product, Hada’s Chocolates will send the customer the following information in writing or in such a way that the customer can store it in an accessible manner on a durable data carrier:
a. the (visiting) address where the customer can lodge complaints;
b. the conditions under which and the way in which the Customer may exercise the right of withdrawal, or a clear statement concerning the exclusion of the right of withdrawal;
c. the information on guarantees and existing after-sales service;
d. the price, including all taxes, of the product or service; insofar as applicable, the costs of delivery and the method of payment, delivery or implementation of the Distance Contract;
4.6. Modification of the Agreement, in whole or in part, or cancellation of the Agreement is only possible with the prior written consent of Hada’s Chocolates.
- Right of withdrawal
5.1. Except in cases as mentioned in paragraph 4 of this article, the buyer may rescind an Agreement concerning the purchase of a product or service during a cooling-off period of 14 (fourteen) days without giving reasons. Hada’s Chocolates may ask the customer about the reason for the withdrawal, but the customer is not obliged to give his/her reasons.
5.2. During the cooling-off period the buyer will treat the delivered product and its packaging with care. He will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product.
5.3. The cooling-off period mentioned in paragraph 1 starts the day after the buyer, or a third party designated by the buyer in advance and who is not the carrier, has received the product or the buyer has received a confirmation from Hada’s Chocolates regarding the receipt of his order of service, or:
a. if the customer has ordered several products in the same order: the day on which the customer, or a third party designated by him, has received the last product. Hada’s Chocolates may, provided it has clearly informed the buyer about this prior to the ordering process, refuse an order for multiple products with a different delivery time.
b. if the delivery of a product consists of several shipments or parts: the day on which the buyer, or a third party designated by him, has received the last shipment or the last part;
5.4. The Customer shall not be entitled to rescind the Agreement within the meaning of paragraph 1:
(i) in the case of a Contract for the provision of services, after performance of this Contract, if:
1°. performance has already commenced with the purchaser’s express prior consent; or
2°. the buyer has declared to waive his right of termination as soon as Hada’s Chocolates has fulfilled the agreement;
(ii) in case of a consumer purchase concerning:
1°. the delivery of items made to the customer’s specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the customer, or which are clearly intended for a specific person;
2°. the delivery of goods which spoil quickly or have a limited shelf life, such as pastries;
3°. the delivery of goods which are not suitable for return due to health protection or hygiene reasons and of which the seals have been broken after delivery
4°. the delivery of goods that after delivery are by their nature irrevocably mixed with other goods.
5.4. Hada’s Chocolates can exclude the products and services mentioned in paragraph 4 from the right of withdrawal if and insofar as Hada’s Chocolates has clearly stated this to the buyer when making the offer, or at least in good time before concluding the Agreement.
- Obligations of the Purchaser during the cooling-off period
6.1. During the cooling-off period, the customer will treat the product and its packaging with care. He will only unpack or use the product to the extent necessary to determine the nature and characteristics of the product. In doing so, the Customer must observe the provisions of Article 5.2 of these Terms and Conditions. The starting point here is that the customer may only handle and inspect the product as he would be allowed to do in a store.
6.2. The customer is only liable for the depreciation of the product resulting from a manner of handling the product that goes beyond what is permitted in paragraph 1.
- Exercise of the right of withdrawal by the customer and costs thereof
7.1. If the customer exercises his right of withdrawal, he shall unambiguously notify Hada’s Chocolates thereof within the cooling-off period.
7.2. As soon as possible, but in any case, within 14 (fourteen) days from the day following the notification referred to in paragraph 1, the buyer shall return the product or hand it over to (an authorized representative of) Hada’s Chocolates. This does not apply when Hada’s Chocolates has offered to pick up the product itself. The customer has in any case complied with the return period if he returns the product before the cooling-off period has expired.
7.3. The customer shall return the product with all delivered accessories, if reasonably possible in original condition and packaging, and in accordance with the reasonable and clear instructions provided by Hada’s Chocolates.
7.4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the customer.
7.5. The customer bears the direct cost of returning the product, unless Hada’s Chocolates indicates to bear the cost itself.
- Obligations of Hada’s Chocolates in the event of withdrawal
8.1. If Hada’s Chocolates enables the notification of withdrawal by the buyer in an electronic manner, it shall send a confirmation thereof without delay after receiving such notification.
8.2. Hada’s Chocolates shall reimburse all payments made by the buyer, including any delivery costs (but excluding costs of return shipment) charged by Hada’s Chocolates for the returned product, without undue delay but within 14 (fourteen) days following the day on which the buyer notifies her of the withdrawal. Unless Hada’s Chocolates offers to collect the product itself, it may wait with refunding until it has received the product or until the customer proves that he has returned the product, whichever comes first.
8.3. Hada’s Chocolates will use the same means of payment for a refund that the customer has used, unless the customer agrees to a different method. The refund is free of charge for the customer.
8.4. If the customer has chosen a more expensive method of delivery than the cheapest standard delivery, Hada’s Chocolates does not have to refund the additional costs for the more expensive method.
- The price
9.1. During the period of validity mentioned in the offer, the prices of the offered products will not be increased, except for price changes due to changes in VAT rates.
9.2. Hada’s Chocolates has the right to charge price increases to the buyer that occur after the agreement has been concluded, but before Hada’s Chocolates has been able to fully fulfil its obligations under the agreement. This also includes price increases resulting from statutory levies and/or surcharges. The customer is entitled to dissolve the Agreement within 14 (fourteen) days after notification of the price increase, except in those cases where the price increase is the result of (increases in) statutory rates, excise duties, taxes and/or other government charges.
9.3. The prices mentioned in the offer of products are inclusive of VAT, unless explicitly stated otherwise.
- Performance and additional warranty
10.1. Hada’s Chocolates guarantees that the products and services comply with the Agreement, with the specifications listed in the offer, with the reasonable requirements of reliability and/or usability and with the existing legal provisions and/or government regulations at the date of the conclusion of the Agreement.
10.2. An additional guarantee provided by Hada’s Chocolates shall never limit the legal rights and claims that the buyer may exercise against Hada’s Chocolates under the Agreement.
10.3. Additional warranty means any commitment of Hada’s Chocolates in which it grants the buyer certain rights or claims that go beyond what it is legally obliged to do in case it has failed to fulfil its part of the Contract.
- Delivery and Performance
11.1. Hada’s Chocolates will take the utmost care when receiving and executing orders for products.
11.2. The place of delivery is the address that the buyer has made known to Hada’s Chocolates.
11.3. Subject to what is stated in Article 3 of these terms and conditions, Hada’s Chocolates will execute accepted orders with convenient speed but at the latest within 30 (thirty) days, unless a different delivery period has been agreed between the parties. If the delivery has been delayed, or if an order cannot be filled or can be filled only partially, the customer will be informed about this within 30 (thirty) days after he has placed the order. In that case, the customer has the right to terminate the Agreement, without cost but also without right to any compensation.
11.4. After dissolution in accordance with the previous paragraph, Hada’s Chocolates will refund the amount paid by the buyer without delay.
11.5. The risk of damage and/or loss of products rests with Hada’s Chocolates until the moment of delivery to the customer or a representative designated in advance and made known to Hada’s Chocolates, unless expressly agreed otherwise.
- Retention of title
12.1. All items delivered by Hada’s Chocolates under the Agreement are delivered under retention of title. Retention of title implies a suspensive condition. Due to the retention of title, all delivered items remain the property of Hada’s Chocolates until the buyer has properly fulfilled all its obligations under the Agreement, including the payment of the purchase price, any surcharges, interest, taxes, costs and compensation.
12.2. When the suspensive condition as referred to in paragraph 1 has not entered into force and therefore the goods delivered are still subject to retention of title, the buyer, in accordance with article 3:83 paragraph 2 of the Dutch Civil Code, does not have the right to alienate, encumber, transfer the actual power over the goods delivered by Hada’s Chocolates subject to retention of title in whole or in part to one or more third parties, or to enter into a legal transaction that obliges him to transfer the actual power over these goods in whole or in part to one or more third parties.
12.3. The buyer shall at all times do all that may reasonably be expected of him to safeguard the property rights of Hada’s Chocolates.
12.4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights over them, the customer is obliged to inform Hada’s Chocolates immediately about this.
12.5. After the reservation of title has been invoked, Hada’s Chocolates has the right to retrieve the delivered goods. The buyer grants unconditional and irrevocable permission in advance to Hada’s Chocolates or third parties to be appointed by Hada’s Chocolates to enter all those places where the goods are located and grants all necessary cooperation, so that Hada’s Chocolates can obtain or obtain the possession of the goods.
12.6. When Hada’s Chocolates has invoked its reservation of title, the buyer is obliged to reimburse all costs reasonably incurred by Hada’s Chocolates in order to recover the delivered goods. The buyer shall reimburse these costs within 5 (five) working days after Hada’s Chocolates has requested this in writing and by invoice. If and insofar as the customer, as a result of the dissolution by Hada’s Chocolates’ reliance on the reservation of title, can claim undoing of the part already paid by him, Hada’s Chocolates is entitled to (partially) offset the costs referred to in this paragraph against the customer’s performance.
13.1. Unless otherwise specified in the Contract or additional terms and conditions, the amounts due by the customer should be paid within 14 (fourteen) days after the start of the consideration period or in the absence of a consideration period within 14 (fourteen) days after the conclusion of the Contract.
13.2. If Hada’s Chocolates sees reason to do so, it has the right to demand a (partial) prepayment, failing which Hada’s Chocolates will not proceed with delivery. The delivery period will commence at the time the prepayment is received.
13.3. The buyer has the duty to report inaccuracies in provided or stated payment information to Hada’s Chocolates immediately.
13.4. In case of non-payment by the buyer, Hada’s Chocolates has the right, subject to legal restrictions, to charge the buyer for the reasonable costs made known in advance to the buyer for obtaining satisfaction outside of court.
- Force majeure
14.1. Hada’s Chocolates is not obliged to fulfil any obligation towards the buyer if it is prevented from doing so as a result of a circumstance that is not due to negligence and that cannot be attributed to it by virtue of the law, a legal act or generally accepted practice.
14.2. In these terms and conditions, force majeure means: those circumstances that Hada’s Chocolates should not expect to occur and/or on which Hada’s Chocolates cannot or has no influence. These circumstances include, but are not limited to: acts of war, fire, loss of materials to be processed, strikes or work stoppages, unforeseen shortages of raw materials and import or trade restrictions. It also includes stagnation at (in)suppliers or other third parties on which Hada’s Chocolates depends for the execution of the Agreement if and insofar as these circumstances make it impossible or unreasonably difficult to fulfil the Agreement.
14.3. If Hada’s Chocolates is prevented from fulfilling the Agreement due to force majeure, Hada’s Chocolates reserves the right to extend the delivery period by the duration of the force majeure and the duration of the period that may be required to start up.
14.4. If fulfilment of the Agreement by Hada’s Chocolates is permanently impossible due to force majeure or lasts longer than 2 (two) months, both parties are authorized to dissolve the Agreement without any obligation to pay any compensation to the other party in that case.
14.5. Insofar as Hada’s Chocolate has already partially fulfilled its obligations under the Contract or will be able to fulfil them when the force majeure occurs, and that part has independent value, Hada’s Chocolates is entitled to invoice the part already fulfilled or to be fulfilled separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
15.1. Hada’s Chocolates is only liable for direct damage. Liability for indirect damages, including lost profits, suffered losses and missed savings, is expressly excluded.
15.2. Direct damage means only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of Hada’s Chocolates conform to the Agreement, insofar as they can be attributed to Hada’s Chocolates subject to article 3 of these terms and conditions and the reasonable costs incurred to prevent or limit direct damage as referred to in these terms and conditions.
15.3. Any liability for direct damage by Hada’s Chocolates to the customer, for whatever reason, is limited per event to the actual invoice amount paid by the customer to the entrepreneur for the relevant month in which the damage occurred including shipping costs.
15.4. Hada’s Chocolates is not liable for damages of any kind arising because Hada’s Chocolates has relied on incorrect and/or incomplete information provided by or on behalf of the customer.
15.5. 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 Hada’s Chocolates.
15.6. The buyer shall indemnify Hada’s Chocolates for possible claims by third parties, who suffer damage in connection with the execution of the Agreement and whose cause is not attributable to Hada’s Chocolates.
- Complaint’s procedure
16.1. Complaints about the execution of the Agreement must be submitted to Hada’s Chocolates within a reasonable time, completely and clearly described after the buyer has found the defects.
16.2. The buyer can no longer rely on a shortcoming in the performance of the Agreement against Hada’s Chocolates if the buyer fails to submit a complaint in writing about such a defect in the goods delivered by Hada’s Chocolates no later than 2 (two) months after he has discovered or reasonably could have discovered the defect.
16.3. The buyer shall give Hada’s Chocolates the opportunity to inspect and/or repair the goods delivered as a result of a complaint as referred to in paragraph 1 of this article. The customer shall give Hada’s Chocolates at least 4 (four) weeks’ time to solve the complaint in mutual consultation.
16.4. A complaint as referred to in paragraph 1 of this article does not discharge the buyer from his obligations under the Agreement.
- Disputes and applicable law
17.1. The Agreement and these general terms and conditions are governed by Dutch law.
17.2. Disputes arising from the Agreement and/or these general terms and conditions will be submitted exclusively to the competent court of the District Court of Amsterdam.
Version: April 5th, 2021