Terms and Conditions
General terms and conditions of:
Become Gladiator B.V.
1131 JW Volendam
VAT No: NL857685806
Registration number K.v.K.: 69003211
Article 1: Applicability, definitions
1. These general terms and conditions apply to every offer and every purchase and sale agreement concluded via the website www.becomegladiator.com.
of Become Gladiator B.V., established in Volendam, hereinafter referred to as "Become Gladiator".
2. The buyer is further referred to as "the other party".
3. Various provisions in these general terms and conditions apply to a natural person acting outside his business or professional activity. In these provisions the other party is referred to as "the consumer".
4. An "offer" is understood to mean: any offer by Become Gladiator, whether or not in the form of a written offer.
5. Written" shall mean: by letter, e-mail, or any other means of communication that, in view of the state of the art and the prevailing views in society, can be equated.
6. Under "the website" is understood: the website of Become Gladiator mentioned in paragraph 1.
7. The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
8. In the event of any discrepancy or conflict between these general terms and conditions and any translation thereof, the Dutch text shall prevail.
9. These general terms and conditions shall also apply to subsequent orders or partial orders resulting from the agreement.
Article 2: Offer and prices
1. Unless a period of validity is stated in/next to an offer, this is a non-binding offer. Become Gladiator may revoke this offer at the latest within 2 working days after receipt of the acceptance.
2. Unless stated otherwise, the prices mentioned in an offer, price list or on the website are inclusive of VAT and exclusive of any costs, such as transport costs, shipping costs and administration costs. For each product, the applicable VAT amount and any costs will be clearly stated.
3. A combined offer does not oblige Become Gladiator to deliver a part of the offered goods for a corresponding part of the price.
4. The offer and prices do not automatically apply to repeat orders.
5. Models and examples shown, statements of colors, dimensions, weights and other descriptions on the website are as accurate as possible, but are only valid as an indication. The other party cannot derive any rights from this.
6. a. If between the conclusion of the agreement and the execution thereof (cost) price increasing circumstances occur for Become Gladiator due to changes in legislation and regulations, government measures, currency fluctuations or changes in the prices of the required materials or raw materials, Become Gladiator may increase the agreed prices accordingly and charge them to the other party.
b. In case of price increases within 3 months after the conclusion of the agreement, the consumer may dissolve the agreement by means of a written statement. Unless the consumer informs Become Gladiator within 14 days after notification of the price change, Become Gladiator may assume that the consumer has agreed to this change.
Article 3: Realization of agreements
1. Unless otherwise stated on the website, Become Gladiator is only bound to an order via the website after it has confirmed this in writing - whether or not by means of an automatic message - to the other party.
2. Supplements to or amendments of the general terms and conditions or the agreement shall only bind Become Gladiator after these have been confirmed to the other party in writing.
Article 4: Distance purchase - cooling-off period, right of dissolution
1. This article only applies to the consumer in case of a distance purchase in the sense of article 6:230g paragraph 1 of the Dutch Civil Code.
2. In the case of a distance purchase, the consumer has a cooling-off period. Within this cooling-off period the consumer may dissolve the agreement without giving a reason.
3. The cooling-off period referred to in the previous paragraph is a period of 14 calendar days from the day on which the consumer or a third party designated by him (not the carrier):
a. has received the goods;
b. has received the last item, if the consumer has ordered several items in one order and these items are delivered separately;
c. has received the last consignment or the last part, if the delivery of one good consists of several consignments/parts;
d. has received the first item for an agreement that involves the regular delivery of items during a certain period of time.
4. Dissolution shall take place by written notification from the consumer to Become Gladiator whether or not using a model form provided by Become Gladiator.
5. By a dissolution in accordance with the preceding paragraphs, all possible additional agreements shall also be dissolved by operation of law.
6. The consumer has no right of rescission upon delivery of:
a. specific, tailor-made items or items that are clearly intended for a specific person;
b. items that are not suitable for return for reasons of health protection or hygiene and of which the seal/packaging has been broken after delivery;
c. goods which, by their nature, have been irrevocably mixed with other goods after delivery.
7. If the consumer wishes to return the delivered good because it does not comply with what the parties have agreed, the provisions of the complaint article shall apply.
Article 5: Distance purchase - return shipment, reimbursement
1. Unless Become Gladiator collects the delivered goods himself/herself, the consumer must return the goods immediately - but in any case within 14 days after dissolution - in their original packaging, unused and at his/her own expense and risk to Become Gladiator or a third party authorized by Become Gladiator.
2. At the latest within 14 calendar days after dissolution, Become Gladiator shall reimburse the product prices of the returned products - within the framework of the relevant agreement - in the same way and in the same currency as used by the consumer.
3. Become Gladiator shall not be obliged to reimburse any additional costs incurred because the consumer has expressly opted for a method of delivery other than the least expensive method of standard delivery offered by Become Gladiator.
4. Unless Become Gladiator collects the delivered goods itself, the consumer can only claim a refund after Become Gladiator has received the goods back or the consumer has demonstrated that the goods have been returned by him, whichever time comes first.
5. Become Gladiator may refuse returned goods or only refund part of the payments received - from the consumer - if the goods are not in the original packaging, have been processed, used (beyond what is necessary to determine the nature, characteristics and operation of the goods) and / or damaged. Become Gladiator will inform the consumer immediately upon receipt of the goods.
6. The consumer is liable for the reduction in value of the case if his handling of the case has gone beyond what is necessary to determine the nature, characteristics and operation of the case.
7. The consumer will never be liable nor owe any costs for the mere fact that he makes use of his right of dissolution.
Article 6: Engagement of third parties
If Become Gladiator deems it necessary, it may have certain deliveries made by third parties.
Article 7: Confidential information
1. Become Gladiator shall keep all information obtained from or about the other party in the context of the conclusion and execution of the agreement secret. Become Gladiator shall only provide this information to third parties to the extent necessary for the execution of the agreement.
2. Become Gladiator shall take all reasonable precautions to keep this information secret. This confidentiality obligation also applies to its employees and third parties involved in the execution of the agreement under its responsibility.
3. If the information relates to personal data within the meaning of the General Data Protection Regulation, Become Gladiator shall process the information in accordance with this Regulation and shall also report any breaches of the security of the information in accordance with this Regulation. However, Become Gladiator shall never be liable for damages suffered by the other party as a result of the loss or destruction of this information, unless this is due to intent and/or willful recklessness of Become Gladiator or the executive staff at management level or the liability arising from the regulation.
4. The obligation of confidentiality does not apply if Become Gladiator as a result of laws and / or regulations or a court ruling must disclose the confidential information and can not rely on a legal or a court-approved right of non-disclosure. This exception also applies to the employees and other persons referred to in paragraph 2.
Article 8: Delivery, delivery terms
1. Agreed terms are never fatal terms. If Become Gladiator fails to fulfil its obligations (in a timely manner), the other party must declare it in default in writing and grant it a reasonable term to still fulfil these obligations.
2. An agreed term shall commence as soon as Become Gladiator has received all necessary information for the delivery and any agreed (advance) payment from the other party. If a delay occurs as a result of this, the term shall be extended proportionally.
3. Become Gladiator may deliver in parts and invoice each partial delivery separately.
4. The risk for the goods to be delivered shall pass to the contracting party at the moment the goods leave the premises, warehouse or store of Become Gladiator or Become Gladiator has informed the contracting party that the goods can be collected.
5. Dispatch or transport of the goods shall take place at the expense and risk of the opposing party and in a manner to be determined by Become Gladiator. Become Gladiator is not liable for damages of any nature whatsoever related to the shipment or transport.
6. Unless the parties agree on a different term, delivery to the consumer shall be subject to a maximum period of 30 days after the conclusion of the agreement. In this case, the risk is transferred to the consumer at the moment the goods are actually available to him/her/the third party designated by him/her (not the carrier). If the consumer himself appoints the carrier (not a carrier proposed by Become Gladiator), the risk transfers to him upon receipt of the goods by this carrier. Shipping or transport is at the consumer's expense.
7. If, due to a cause within the scope of risk of the opposing party, it turns out to be impossible to deliver the ordered goods (in the agreed manner) to the opposing party or if they are not collected, Become Gladiator may store the goods at the expense and risk of the opposing party. The contracting party shall then enable Become Gladiator to deliver or collect the goods within a reasonable term set by Become Gladiator.
8. If the counterparty fails to meet its purchase obligation after the aforementioned reasonable period of time, it shall be immediately in default. Become Gladiator may then dissolve the agreement in whole or in part by means of a written statement with immediate effect and sell the goods to third parties without being obliged to pay damages, costs and interest. This does not affect the obligation of the other party to compensate any (storage) costs, damages and loss of profit of Become Gladiator and/or the right of Become Gladiator to still claim compliance.
Article 9: Complaints
1. The opposing party checks the delivered goods immediately upon receipt and states any visible defects, malfunctions, damages and/or deviations in numbers on the waybill or accompanying receipt or - in the absence thereof - reports these to Become Gladiator in writing within 2 working days. If such complaints are not reported on time, the goods are deemed to be received in good condition and in accordance with the agreement.
2. Other complaints the contracting party shall report in writing to Become Gladiator immediately after discovery - but at the latest within the agreed warranty period. All consequences of not immediately reporting are at the risk of the other party. If no warranty period has been agreed, a period of 1 year after delivery applies.
3. In the absence of a timely complaint, it is not possible to invoke an agreed warranty.
4. If goods ordered can only be delivered in (wholesale) packaging in stock at Become Gladiator or in minimum quantities or quantities, the goods may show minor deviations - accepted in the industry - with regard to stated weights, quantities, colors and sizes. These deviations are not a shortcoming on the part of Become Gladiator and the warranty cannot be invoked.
5. Complaints do not suspend the payment obligation of the other party.
6. The previous paragraph does not apply to the consumer.
7. The other party shall enable Become Gladiator to investigate the complaint and shall provide all relevant information. If return shipment is necessary for the investigation, this shall be for the account of the other party, unless the complaint turns out to be well-founded afterwards. The transport risk is always for the other party.
8. Returns shall take place in a manner to be determined by Become Gladiator and in the original packaging or packaging.
9. No complaints are possible about:
a. imperfections in or properties of goods manufactured from natural materials, if these imperfections or properties are inherent to the nature of the materials;
b. discolourations and minor mutual color deviations;
c. items which, after receipt by the other party, have changed in nature and/or composition or have been worked on or processed in whole or in part.
Article 10: Guarantees
1. Become Gladiator shall carry out the agreed deliveries properly and in accordance with the standards applicable in its industry, but shall never provide a more extensive warranty than expressly agreed.
2. During the warranty period, Become Gladiator guarantees the usual quality and soundness of the delivered goods.
3. If a warranty has been issued by the manufacturer or supplier for the items delivered by Become Gladiator, that warranty shall apply in the same way between the parties. Become Gladiator shall inform the other party about this.
4. Become Gladiator always endeavors to inform the other party as well and fully as possible about the items delivered by it, such as about the constituents/materials from which the item is manufactured with a view to possible skin irritations in connection with allergies and other conditions. Become Gladiator is, however, largely dependent on the (product) information provided by the supplier/manufacturer with or about the item. For this reason, Become Gladiator can not guarantee that the information provided with / on the case is always complete or correct and is not liable for any damage or other consequences that may result for the other party.
5. If the purpose for which the other party wants to treat, process or use the items deviates from the usual purpose, Become Gladiator only guarantees that the items are suitable for this purpose if it has confirmed this to the other party in writing.
6. The warranty cannot be invoked as long as the other party has not yet paid the agreed price for the goods.
7. The previous paragraph does not apply to the consumer.
8. In the event of a justified claim under the guarantee, Become Gladiator shall - at its discretion - either repair or replace the goods free of charge or provide a refund or a discount on the agreed price. In case of additional damage, the provisions of the liability clause shall apply.
9. The consumer may always opt for free repair or replacement of the goods, unless this cannot reasonably be required from Become Gladiator. In the latter case, the consumer may dissolve the agreement by written statement or demand a discount on the agreed price.
Article 11: Liability
1. Apart from the warranties expressly agreed or given by Become Gladiator, Become Gladiator accepts no liability whatsoever.
2. Become Gladiator is only liable for direct damages. Any liability for consequential damages, such as trading losses, loss of profits and / or losses suffered, damage caused by delay and / or personal or personal injury, is expressly excluded.
3. The other party takes all necessary measures to prevent or limit the damage.
4. If Become Gladiator is liable, the obligation to pay compensation shall always be limited to a maximum of the amount paid out by its insurer as the case may be. If the insurer does not pay out or the damage is not covered by an insurance taken out by Become Gladiator, the obligation to pay compensation is limited to a maximum of the invoice amount for the delivered goods.
5. At the latest within 6 months after he has become aware or could have become aware of the damage suffered by him, the opposing party must hold Become Gladiator liable for this.
6. Contrary to the previous paragraph, a period of 1 year shall apply to the consumer.
7. Become Gladiator is not liable - and the other party cannot invoke the applicable warranty - if the damage is caused by:
a. Incompetent use, use contrary to the purpose of the delivered goods or use contrary to the instructions, advice, instructions for use, leaflets, etc. provided by/on behalf of Become Gladiator;
b. improper storage or maintenance of the goods;
c. errors or omissions in the information provided by or on behalf of the other party to Become Gladiator;
d. directions or instructions from/on behalf of the other party;
e. or as a result of a choice of the other party that deviates from what Become Gladiator advised and/or is customary;
f. or as a result of the fact that the other party or third parties have carried out (repair) work or operations on the delivered goods on its behalf, without the express prior consent of Become Gladiator.
8. In the cases listed in the previous paragraph, the other party is fully liable for the resulting damages and indemnifies Become Gladiator against any claims of third parties.
9. The limitations of liability included in this article do not apply if the damage is due to intent and/or willful recklessness of Become Gladiator or the executive staff at management level or if mandatory legal provisions dictate otherwise. Only in these cases, Become Gladiator shall indemnify the other party against any claims by third parties.
Article 12: Payment
1. Become Gladiator may always request a (partial) prepayment or other security for payment. The requested prepayment for consumers is a maximum of 50% of the agreed price.
2. Payment is made in the manner indicated on the website, unless the parties agree otherwise in writing.
3. Payment must be made within an expiry period of 30 days after the invoice date, unless the parties have agreed otherwise in writing. The correctness of an invoice will be established if no objection has been made within this payment term.
4. If an invoice has not been paid in full after expiry of the term referred to in the previous paragraph or if no direct debit has been possible, the other party shall owe Become Gladiator default interest in the amount of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be counted as a full month.
5. In the aforementioned situation, the consumer shall be subject to default interest in the amount of 6% on an annual basis, unless the statutory interest rate is higher. In that case, the statutory interest rate will apply.
6. If payment is still not made after a reminder, Become Gladiator may also charge the other party extrajudicial collection costs in the amount of 15% of the invoice amount with a minimum of € 40,00.
7. Become Gladiator shall give the consumer a term of at least 14 days after receipt of the reminder to still pay. If payment is still not made, the extrajudicial collection costs for the consumer are: OPM: nowadays, the reminder period is linked to the date of receipt instead of the date of shipment.
a. 15% of the amount of the principal over the first € 2.500,00 of the claim (with a minimum of € 40,00);
b. 10% of the amount of the principal over the next € 2.500,00 of the claim;
c. 5% of the amount of the principal sum over the next € 5.000,00 of the claim;
d. 1% of the amount of the principal sum over the next € 190.000,00 of the claim;
e. 0.5% of the superior amount of the principal sum.
All this with an absolute maximum of € 6.775,00.
8. For the calculation of the extrajudicial collection costs, Become Gladiator may increase the principal amount of the claim after one year by the default interest accrued in that year.
9. In the absence of full payment, Become Gladiator may, without further notice of default by means of a written statement, dissolve the agreement or suspend its obligations under the agreement until payment has been made or a proper security has been provided for this. Become Gladiator shall also have the aforementioned right of suspension if Become Gladiator has valid reasons to doubt the creditworthiness of the buyer/customer even before the buyer/consumer is in default of payment.
10. Payments received shall first be deducted by Become Gladiator from all interest and costs due and then from the due and payable invoices that have been outstanding for the longest time, unless it is stated in writing at the time of payment that this relates to a later invoice.
11. The other party may not set off Become Gladiator's claims against any counterclaims it may have against Become Gladiator. This shall also apply if the other party applies for (provisional) suspension of payment or is declared bankrupt.
12. The previous paragraph does not apply to the consumer.
Article 13: Retention of title
1. All items delivered/to be delivered pursuant to the agreement remain the property of Become Gladiator until the other party has fulfilled all its payment obligations.
2. These payment obligations consist of the payment of the purchase price of the goods, increased by claims due to work performed in connection with the delivery and claims due to an attributable shortcoming of the other party, such as claims to pay damages, extrajudicial collection costs, interest and possible penalties.
3. In the event of delivery of identical, non-individualizable goods, the party belonging to the oldest invoices shall always be deemed to have been sold first. The retention of title shall therefore always rest on all delivered items that are still present in the other party's stock, store and/or household effects when the retention of title is invoked.
4. The other party may resell the goods within the framework of its normal business operations, provided that it also stipulates a retention of title on these goods with its customers.
5. As long as the goods are subject to a retention of title, the other party may not pledge them in any way or bring them under the actual control of a financier.
6. The other party shall immediately inform Become Gladiator in writing if third parties claim to have ownership or other rights to the goods.
7. As long as the other party has the items in his possession, he shall keep these carefully and as identifiable property of Become Gladiator.
8. The counterparty shall provide such business or household contents insurance that goods delivered under retention of title are co-insured at all times. He shall give Become Gladiator upon her first request access to the insurance policy and corresponding premium payment receipts.
9. If the other party acts contrary to this article or Become Gladiator invokes the retention of title, Become Gladiator and its employees may enter the premises of the other party and take back the goods. This shall not affect the right of Become Gladiator to compensation of damages, loss of profit and interest and the right to dissolve the agreement without further notice of default by means of a written statement.
Article 14: Bankruptcy, lack of power of disposal, etc.
1. Become Gladiator may dissolve the agreement without further notice of default by means of a written statement to the other party at the time the other party:
a. is declared bankrupt or an application for bankruptcy has been made;
b. applies for (provisional) suspension of payment;
c. is affected by an attachment under execution;
d. is placed under guardianship or administration;
e. loses the power of disposition or legal capacity with regard to (parts of) his assets in any other way.
2. The other party shall always inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.
Article 15: Force majeure
1. In case of force majeure on the part of the opposing party or Become Gladiator, the latter may dissolve the agreement by a written statement to the opposing party or suspend the fulfilment of its obligations towards the opposing party for a reasonable period of time without being obliged to pay any compensation.
2. Force majeure of Become Gladiator is understood to mean: a non-attributable shortcoming of Become Gladiator, of the third parties or suppliers engaged by Become Gladiator or other compelling reasons on its part.
3. In the following circumstances there is in any case force majeure on the part of Become Gladiator: war, riots, mobilization, domestic and foreign riots, government measures, strikes within the organization of Become Gladiator or threat of these, etc. Circumstances, disruption of the currency relations existing at the time of entering into the agreement, business interruptions due to fire, burglary, sabotage, loss of electricity, internet or telephone connections or activities of cyber criminals as a result of which the website is not (fully) available, natural phenomena, (natural) disasters, etc. as well as due to weather conditions, road blockades, accidents, import and export obstructing measures, etc. resulting in transport difficulties and delivery problems.
4. If the force majeure situation occurs when the contract has already been partially executed, the other party must fulfill its obligations towards Become Gladiator until that moment.
Article 16: Cancellation, suspension
1. This article does not apply to dissolution within the statutory cooling-off period as referred to in article 4.
2. If the other party wishes to cancel the agreement prior to or during the execution, Become Gladiator may request a fixed compensation from the other party for all costs incurred and the damage suffered by the cancellation, including the loss of profit. At the discretion of Become Gladiator and depending on the deliveries already made, this compensation amounts to 20 to 100% of the agreed price.
3. The other party indemnifies Become Gladiator against claims of third parties resulting from the cancellation.
4. Become Gladiator may set off the compensation due against all amounts paid by the other party and any counterclaims of the other party.
5. In case of suspension of the delivery(s) at the request of the other party, the compensation for all deliveries made is immediately due and payable and Become Gladiator may charge this to the other party. This also applies to any costs already incurred or costs resulting from the suspension.
6. Costs that result for Become Gladiator from the resumption of the delivery(s) shall be for the account of the other party. If the execution of the agreement cannot be resumed after the suspension, Become Gladiator may dissolve the agreement by a written statement to the other party.
Article 17: Applicable law, competent court
1. The agreement concluded between the parties is exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
3. Any disputes will be submitted to the competent court in the domicile of Become Gladiator, but Become Gladiator always retains the right to submit the dispute to the competent court in the domicile of the opposing party.
4. Regardless of the choice of Become Gladiator, the consumer always retains the right to submit the dispute to the legally competent court. The consumer must make this choice known to Become Gladiator within one month after receipt of the summons.
5. If the other party is established outside the Netherlands, Become Gladiator may choose to submit the dispute to the competent court in the country or state where the other party is established.
Last update October 19th 2017