Terms & Conditions
General Terms & Conditions A Perfect Jane B.V.
The private limited company A Perfect Jane B.V. is registered with the Chamber of Commerce under number 81051212 and has its registered office at Madeliefberg 90 te Roosendaal.
Article 1 Definitions
1. In these general terms and conditions the following terms shall have the following meaning, unless explicitly stated otherwise:
2. Offer: Any offer to the Buyer for the supply of Products by the Seller to which these conditions are inextricably linked.
3. Company: the natural legal person who does act in the course of a profession or business.
4. Consumer: the natural person who does not act in the course of a profession or business.
5. Buyer: The Consumer who enters into an Agreement (remotely) with A Perfect Jane.
6. Agreement: The (remote) purchase agreement for the purpose of the sale and delivery of Products of A Perfect Jane that are sold by the Buyer.
7. Products: The Products that are offered by A Perfect Jane are (vegan) shoes and related products.
8. A Perfect Jane: The offerer of Products to the Buyer.
Article 2 Applicability
1. These general terms and conditions are applicable to any Offer from A Perfect Jane and any Agreement between A Perfect Jane and a Buyer and to each Product that is offered by A Perfect Jane.
2. Before an Agreement is entered into (remotely), the Buyer will gain access to these general terms and conditions. If this is not reasonably possible, A Perfect Jane will specify to the Buyer in which way the Buyer can inspect the general terms and conditions, which are published in any case on the website of A Perfect Jane, so the Buyer can easily save these general terms and conditions on a durable data carrier.
3. These general terms and conditions may be deviated from in exceptional situations if this is agreed with A Perfect Jane explicitly and in writing.
4. These general terms and conditions are applicable to additional, amended and subsequent agreements with the Buyer. Any general and/or purchase terms and conditions of the Buyer are explicitly rejected.
5. If one or more provisions of these general terms and conditions are entirely or partly null and void or are nullified, the other provisions of these general terms and conditions shall remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Lack of clarity about the content, explanation or situations that are not regulated in these general terms and conditions should be assessed and explained according to the spirit of these general terms and conditions.
7. If reference is made in these general terms and conditions to she/her, this should also be interpreted as a reference to he/him/his, if and in so far as applicable.
Article 3 The Offer
1. All offers made by A Perfect Jane are without obligation, unless explicitly indicated otherwise in writing. If the Offer is valid for a limited period or under specific terms and conditions, this will be explicitly specified in the offer. An Offer first exists if this is laid down in writing.
2. The Offer made by A Perfect Jane is without obligation. A Perfect Jane is only bound by the Offer if the acceptance hereof is confirmed in writing by the Buyer within 30 days,or because the Buyer has already paid the amount due. Nevertheless, A Perfect Jane is entitled to refuse an Agreement with a potential Buyer for a reason that A Perfect Jane believes to be well-founded.
3. The Offer will contain an accurate description of the Product offered with accompanying prices. The description will be sufficiently detailed to make it possible for the Buyer to make a good assessment of the Offer. Obvious mistakes or errors in the Offer are not binding on A Perfect Jane. Any images and specific details in the Offer are only an indication and may not constitute grounds for any compensation or termination of the Agreement (remotely). A Perfect Jane cannot guarantee that the colours in the image correspond exactly to the real colours of the Product.
4. Delivery times and Periods specified in the Offer of A Perfect Jane are indicative and do not entitle the Buyer to a right to termination or compensation in the event of exceeding thereof, unless explicitly agreed otherwise.
5. A combined quotation does not oblige A Perfect Jane to deliver part of the goods included in the Offer at a corresponding part of the price stated.
6. If and in so far as there is an offer, this does not apply automatically to repeat orders. Offers are only valid while stocks last.
Article 4 Formation of the Agreement
1. The Agreement is concluded at the moment that the Buyer has accepted an Offer from A Perfect Jane by paying for the Product concerned. The Agreement between A Perfect Jane and buyer being a Company can also be established if an order is placed by e-mail at A Perfect Jane and A Perfect Jane confirmed the order by e-mail.
2. An Offer can be made by A Perfect Jane via the website and by e-mail.
3. If the Buyer has accepted the Offer by entering into an Agreement with A Perfect Jane, A Perfect Jane will confirm the Agreement with the Buyer in writing, or at least by email.
4. If the acceptance differs from the Offer (in regard to minor points), A Perfect Jane shall not be bound to it.
5. A Perfect Jane is not bound to an Offer if the Buyer could reasonably have expected or should have understood or was meant to understand that the Offer contains an obvious mistake or slip of the pen. No rights may be derived from this mistake or slip of the pen.
6. The right of withdrawal is excluded for Buyer being a Company. The Buyer being a Consumer is entitled to exercise her right of withdrawal within the statutory period. If withdrawal is applicable, the Buyer shall handle the Product and the packaging with care. She will only unpack or use the Product to the extent necessary to establish the nature, characteristics and operation of the Product. The direct costs for returning the Product are at the expense of the Buyer.
7. Products that are produced specially in accordance with the specifications of the Buyer, or that cannot be taken back for hygienic reasons, are excluded from the right of withdrawal. This is explicitly stated in the Offer.
Article 5 Performance of the Agreement
1. A Perfect Jane will perform the Agreement to the best of its knowledge and ability.
2. If and insofar as a proper performance of the Agreement so requires, A Perfect Jane is entitled to have certain work carried out by third parties at its own discretion.
3. The Buyer is responsible for providing A Perfect Jane with all information A Perfect Jane has specified as necessary, or which the client should reasonably understand to be necessary for the performance of the agreement, in a timely manner. If the data required for the performance of the Agreement has not been provided to A Perfect Jane in good time, A Perfect Jane will be authorised to suspend the performance of the Agreement.
4. A Perfect Jane is not required or obliged in the performance of the Agreement to follow the instructions of the Buyer if the content or scope of the Agreement is changed because of that. If the instructions result in additional work for A Perfect Jane, the Buyer is obliged to pay the additional costs accordingly.
5. A Perfect Jane may require security, or full payment in advance, from the Buyer before proceeding to performance of the Agreement.
6. A Perfect Jane is not liable for damage, of whatever nature, arising from the use by A Perfect Jane of incorrect and/or incomplete information provided by the Buyer, unless this incorrectness or incompleteness was known to A Perfect Jane.
7. The Buyer indemnifies A Perfect Jane against any claims of third parties, which are related to the performance of the Agreement and attributable to the Buyer.
Article 6 Delivery
1. If the commencement, progress or delivery/completion of the Agreement are delayed because, for example, the Buyer has not supplied all the information requested or not supplied it on time, provided insufficient assistance, the (down) payment was not received by A Perfect Jane on time or any delay arises through other circumstances beyond A Perfect Janes control, A Perfect Jane is entitled to a reasonable extension of the delivery/completion period. All agreed delivery/completion periods are not strict deadlines. The Buyer must give written notice of default to A Perfect Jane and allow it a reasonable period of time to deliver/complete. The Buyer is not entitled to any compensation arising from the delay.
2. The Buyer is obliged to take delivery of the Products at the time they are made available to him or her in accordance with the agreement, even if they are offered to him or her earlier or later than agreed.
3. If the Buyer refuses or is negligent in providing information or instructions that are necessary for the delivery, A Perfect Jane is entitled to store the Products at the expense and risk of the Buyer.
4. If the Products are delivered by A Perfect Jane or an external carrier, A Perfect Jane is entitled, unless agreed otherwise in writing, to charge for any delivery costs. In that case, these costs will be invoiced separately, unless explicitly agreed otherwise.
5. If A Perfect Jane needs information from the Buyer within the context of performance of the Agreement, the delivery time will only commence after the Buyer has made all the information necessary for the performance available to A Perfect Jane.
6. If A Perfect Jane has specified a period for delivery, this is indicative and this depends on the delivery of the materials needed to produce the Products. Longer delivery periods apply to delivery outside the Netherlands.
7. A Perfect Jane is entitled to make partial deliveries of the goods, unless this deviates from the Agreement or no independent value is accorded to the partial delivery. A Perfect Jane is entitled to invoice the item delivered in this way separately.
8. Deliveries will only be executed when all invoices are paid, unless explicitly agreed otherwise. A Perfect Jane reserves the right to refuse delivery if a well-founded fear of non-payment exists.
Article 7 Packaging and transport
1. A Perfect Jane shall undertake to package the goods to be delivered to the Buyer properly and to secure them in such a way that they will reach their destinations in good condition under normal use.
2. Unless agreed otherwise in writing, all deliveries shall be made including turnover tax (VAT), including packaging and packaging material.
3. Accepting goods without comments or remarks on the consignment note or the receipt will constitute proof that the packaging was in good condition at the time of delivery.
Article 8 Inspection, complaints
1. The Buyer is obliged to inspect or make arrangements for the inspection of the item delivered at the moment of delivery/handover, but in any event within 14 days after receipt of the item delivered, but only to unpack or to use it in so far as that is necessary in order to assess whether she will keep the Product. In doing so the Buyer must inspect whether the quality and quantity of the item delivered corresponds with the Agreement and the Products meet the requirements that apply thereto in normal (business) transactions.
2. The Buyer is required to inspect and inquire himself in which way the Product should be used and in the case of personal use to test the Product in accordance with the instructions for use. A Perfect Jane accepts no liability for the incorrect use of the Product by the Buyer.
3. Any visible defects or shortages must be reported to A Perfect Jane in writing at email@example.com. The Buyer has a period of 14 days after delivery to this end. Non-visible defects or shortages should be reported within 14 days after the discovery thereof, but no later than within 6 months after delivery. Buyer being a Company must report invisible defects within a 14 days term after delivery at A Perfect Jane.
In the event of damage to the Product through careless handling by the Buyer himself, the Buyer is personally liable for any decrease in value of the Product.
4. If a complaint is lodged in accordance with the previous paragraph, the Buyer remains obliged to pay for the goods purchased. If a Buyer wishes to return defective goods, this will exclusively take place with prior written permission from A Perfect Jane in the manner as specified by A Perfect Jane.
5. If the Consumer uses his right of withdrawal, she will return the Product and all accessories, in so far as that is reasonably possible, in the original condition and packaging to A Perfect Jane, in accordance with A Perfect Janes return instructions. The direct costs for goods returned will be at the risk and expense of the Buyer.
6. A Perfect Jane is entitled to start an investigation into the genuineness and the condition of the returned Products before a refund takes place.
7. Refunds to the Buyer will be processed as soon as possible, but the payment may take up to 30 days after receipt of the returned goods. Refunds will be made to the account number previously specified.
8. If the Buyer exercises her right of recovery, she is not entitled to suspend her payment obligation nor to offset outstanding invoices.
9. In the event of a complete delivery, and/or if one or more Products are missing, and this is attributable to A Perfect Jane, A Perfect Jane will, following a request to that end from the Buyer, send the missing Product(s) later or cancel the remaining order. The acknowledgment of receipt of the Products is the guiding factor in this. Any damage that is suffered by the Buyer as a result of the (differing) size of the delivery may not be recovered from A Perfect Jane.
Article 9 Prices
1. During the period of validity of the Offer, the prices of the Products offered will not be raised, except if there are changes in the VAT rates.
2. The prices stated in the Offer are inclusive of VAT for Consumers and exclusive VAT for Companies.
3. The prices as specified in the Offer are based on the cost factors applicable at the time of entering into the Agreement, such as: the import and export duties, freight and landing charges, insurance, and any levies and taxes.
4. If there are Products or raw materials affected by price fluctuations on the financial market on which A Perfect Jane has no influence, A Perfect Jane may offer these Products at variable prices. It will be specified with the Offer that the prices are guide prices and may fluctuate.
Article 10 Payment and collection policy
1. Payment should preferably be made in advance in the currency stated in the invoice via the specified method.
2. The Buyer may not derive any rights or expectations from a budget submitted in advance, unless the parties have explicitly agreed otherwise.
3. A Perfect Jane can agree that the Buyer must pay an advance or a full advance payment and that any remaining amount to be paid, must be paid on delivery.
4. The Buyer must make a lump-sum payment using the account number and details of A Perfect Jane made known to her. Parties may only agree a different payment term after obtaining explicit and written permission from A Perfect Jane.
5. If the Buyer has a periodic payment obligation which has been agreed, A Perfect Jane is entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
6. In the event of liquidation, the claims of A Perfect Jane towards the Buyer shall be immediately due and payable.
7. A Perfect Jane is entitled to apply the payments made by the Buyer firstly to settle the costs, then the interest due and finally the principal and the accrued interest. A Perfect Jane may, without being in default as a result, refuse an offer of payment if the Buyer designates a different purpose for the payment. A Perfect Jane may refuse full repayment of the principal, if the interest due and accrued interest, as well as the collection costs, are not paid too.
8. If the Buyer does not fulfil her payment obligation and has not fulfilled her obligation within the stipulated payment term of 14 days, Buyer being a Company is in default. Buyer being a Consumer will first receive a written reminder with a term of 14 days after the date of the reminder to fulfil the payment obligation, including a statement of the extrajudicial costs if the Consumer does not fulfil her obligations within that term, before she is in default.
9. From the date that the Buyer is in default, A Perfect Jane will claim the statutory (commercial) interest rate without further notice of default from the first day of default until the date on which payment is made in full and the extrajudicial costs are paid in accordance with Book 6, Section 96 of the Dutch Civil Code, to be calculated according to the graduated scale from the Extrajudicial Collection Costs (Fees) Decree of 1 July 2012.
10. If A Perfect Jane has incurred more or higher costs, which are reasonably necessary, these costs will qualify for reimbursement. The court and enforcement costs incurred are at the expense of the Buyer.
Article 11 Retention of title
1. All goods delivered by A Perfect Jane shall remain the property of A Perfect Jane until the Buyer has fulfilled all obligations arising from all Agreements concluded with A Perfect Jane.
2. The Buyer is not authorised to pledge or otherwise encumber the goods covered by the retention of title if the title has not yet been transferred in full.
3. If third parties attach the goods covered by the retention of title or wish to create or assert any right to these goods, the Buyer is required to notify A Perfect Jane thereof as soon as reasonably may be expected.
4. If A Perfect Jane wishes to exercise the right of retention of title referred to in this article, the Buyer now for then unconditionally and irrevocably authorises A Perfect Jane or third parties designated by it to access all places where the goods of A Perfect Jane are located and to take back those goods.
5. A Perfect Jane is entitled to retain possession of the Product(s) purchased by the Buyer if the Buyer has not yet fulfilled his payment obligations (fully), in spite of an obligation to transfer or surrender from A Perfect Jane. After the Buyer has fulfilled his obligations, A Perfect Jane will endeavour to deliver the Products purchased to the Buyer as soon as possible, but no later than within 20 working days.
6. Costs and other (consequential) damage as a result of retaining possession of the Products purchased are at the risk and expense of the Buyer and will be paid by the Buyer to A Perfect Jane on immediate request.
Article 12 Guarantee
A Perfect Jane guarantees that the Products conform to the Agreement, the specifications stated in the offer, suitability and/or durability, and the statutory rules/provisions at the time of formation of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly reported this use in writing to the Seller at the time of entering into the Agreement.
A Perfect Jane provides a 6 month guarantee on the Products, except on the soles. The guarantee does not cover the usual wear and tear of the Products through (daily) use of the Products.
Article 13 Maintenance instructions Shoes
1. The Buyer must follow the regulations and maintenance instructions of A Perfect Jane.
2. The Buyer must maintain the shoes carefully in order to prevent wear and tear.
3. The Buyer must take into account (hazardous) substances from cleaning products that could harm, damage and/or discolour the shoes. In this case, the Buyer is not entitled to free repair and the guarantee will expire.
4. If it appears that the Buyer or a third party has changed or repaired something on the Product, the guarantee is void.
Article 14 Suspension and termination
1. A Perfect Jane is entitled to suspend its compliance with obligations or to terminate the Agreement if the Buyer does not or does not fully fulfil the (payment) obligations under the Agreement.
2. Moreover, A Perfect Jane is entitled to terminate the existing Agreement between it and the Buyer, in so far as this has not yet been executed, without judicial intervention, if the Buyer fails to fulfil the obligations arising for him from any Agreement concluded with A Perfect Jane in a prompt or proper manner.
3. A Perfect Jane shall also be entitled to terminate the Agreement if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be expected according to the principles of reasonableness and fairness, or if other circumstances arise that are of such a nature that the unaltered maintenance of the Agreement in cannot reasonably be expected.
4. If the Agreement is terminated, amounts owed by the Buyer to A Perfect Jane will be immediately due and payable. If A Perfect Jane suspends the fulfilment of the obligations, it will retain its claims pursuant to the law and the Agreement.
5. A Perfect Jane reserves the right at all times to claim compensation.
Section 15 Limitation of liability
1. If the performance of the Agreement by A Perfect Jane leads to liability of A Perfect Jane to the Buyer or third parties, that liability will be limited to the costs charged by A Perfect Jane in connection with the Agreement, unless the damage was caused by wilful misconduct or gross negligence.
2. A Perfect Jane is not liable for consequential loss, indirect loss, lost profits and/or losses incurred, lost savings and loss as a result of the use of the Product delivered is excluded. A limitation applies to the Buyer in accordance with that which is permitted by virtue of Book 7, Section 24(2) of the Dutch Civil Code.
3. A Perfect Jane is not liable for and/or obliged to repair damage caused by use of the Product. A Perfect Jane provides strict maintenance instructions and instructions for use that should be observed by the Buyer. All damage to Products as a result of wear and use is expressly excluded from liability (this includes signs of use, wear and tear, falling damage, light and water damage, theft, loss, etc.).
4. A Perfect Jane is not liable for damage that is or may be the result of any acts or omissions in response to (incomplete and/or incorrect) information on the website(s) or linked websites.
5. A Perfect Jane is not responsible for mistakes and/or irregularities in the functionality of the website and is not liable for failures or the website not being available for whatever reason.
6. A Perfect Jane does not guarantee a correct and complete transfer of the content of the email sent by/on behalf of A Perfect Jane, nor the timely receipt thereof.
7. All claims by the Buyer due to failures on the part of A Perfect Jane will lapse if they are not reported to A Perfect Jane in writing and supported by reasons within one year after the Buyer was aware of or could have been reasonably aware of the facts on which she bases her claims. All claims by the Buyer will lapse in any case one year after termination of the Agreement.
Article 16 Force majeure
1. A Perfect Jane is not liable if it fails to comply with its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not its fault nor if it is not accountable by law, legal act or according to generally accepted standards.
2. Force majeure is taken to mean in any case, but is not limited to, that which is included about that in the law and case law, (i) force majeure of A Perfect Janes suppliers, (ii) failing to comply with obligations of suppliers properly that are specified or recommended by the Buyer to A Perfect Jane, (iii) deficiency of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failures, (vi) internet, data network and telecommunications facilities failures (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of A Perfect Jane and (xi) other situations that, in the opinion of A Perfect Jane, fall outside its sphere of influence, which temporarily or permanently prevent the fulfilment of its obligations.
3. A Perfect Jane is entitled to invoke force majeure if the circumstance that obstructs (further) fulfilment arises after A Perfect Jane should have fulfilled its obligation.
4. During the period in which force majeure persists, the parties can suspend their obligations arising from the Agreement. If this period lasts longer than two months, either party is entitled to terminate the Agreement, without being under any obligation to compensate the losses of the other party.
5. In so far as A Perfect Jane has partially fulfilled or will be able to partially fulfil its obligations under the Agreement at the time when the force majeure arises and the partial fulfilment is independently of value, A Perfect Jane is entitled to invoice separately for the partial fulfilment that has taken place or will take place. The Buyer is obliged to pay this invoice as if a separate Agreement was at issue.
Article 17 Transfer of risk
The risk of loss or damage of the Products that are subject to the Agreement shall pass to the Buyer being a company at the moment the goods leave the warehouse of A Perfect Jane. In the case of Consumers, the above-mentioned risk will be transferred to the Buyer if the Products are provided under the control of the Buyer. This is the case if the Products are delivered to the Buyers delivery address.
Article 18 Intellectual property rights
1. All intellectual property rights and copyrights of A Perfect Jane are exclusively vested in A Perfect Jane and will not be transferred to the Buyer.
2. The Buyer is forbidden from disclosing and/or reproducing all documents in which the intellectual property rights and copyrights of A Perfect Jane are vested, or making them available to third parties, without explicit prior written consent from A Perfect Jane. If the Buyer wishes to make alterations to goods delivered by A Perfect Jane, A Perfect Jane must explicitly agree to the proposed alterations.
3. The Buyer is forbidden from using the Products, in which the intellectual property rights of A Perfect Jane are vested, differently than agreed in the Agreement.
4. Any infringement by the Buyer of the IE-rights and (copyrights) of A Perfect Jane will be punished with a one-time fine of 10,000 and a fine of 500,- for each day that the infringement continues. This penalty clause does not affect A Perfect Janes ability to claim damages.
Article 19 Privacy, data processing and protection
1. A Perfect Jane will handle the (personal) data of the Buyer and visitors to the website(s) with care. If requested to do so, A Perfect Jane will inform the data subject about this.
2. If A Perfect Jane must make provisions for protection of information under the Agreement, this protection will comply with the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.
Article 20 Complaints
1. If the Buyer is not satisfied with the Products of A Perfect Jane B.V. and/or has complaints about the (performance of the) Agreement, the Buyer is required to report these complaints as soon as possible, but no later than within 14 calendar days after the concern in question that lead to the complaint. Complaints can be reported via firstname.lastname@example.org or WhatsApp at +31636358495 and with the subject complaint.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer if A Perfect Jane B.V. is to handle the complaint.
3. A Perfect Jane B.V. will provide a substantive response to the complaint as soon as possible, but no later than within 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 21 Applicable law
1. Each agreement between A Perfect Jane and the Buyer is subject to Dutch law.
Application of the (CISG) Vienna Sales Convention is explicity excluded.
2. Should any question arise as to the content or meaning of these general terms and conditions, the Dutch text will always prevail. A Perfect Jane is entitled to unilaterally amend these general terms and conditions.
3. All disputes arising from or in response to the Agreement between A Perfect Jane and the Buyer will be settled by the District Court of Zeeland-West-Brabant, Breda location, unless mandatory statutory provisions lead to the competence of a different court.
Etten-Leur, 11th of December 2020