General Terms and Conditions CUE Sale B.V.
The private limited company CUE Sale B.V. is registered with the Chamber of Commerce under number 64250377 and has its registered office at Zoerbeemden 31 (6245 LR) in Eijsden.
Article 1 Definitions
- In these general terms and conditions, the following terms are used in the sense given below, unless explicitly stated otherwise:
- CUE Sale B.V. is also understood to mean its employees.
- Company: The natural or legal person acting in the exercise of a profession or business.
- Buyer: the Company that enters into a (distance) agreement with the Seller.
- Seller: the supplier of products to the Buyer, hereinafter: CUE Sale.
- Offer: Any written offer to the Buyer for the delivery of Products by the Seller.
- Products: the products offered by CUE Sale are second-hand products in the fields of light, sound and video.
- Agreement: the (purchase) agreement for the sale and delivery of products purchased by the Buyer from CUE Sale.
- Website: the website used by CUE Sale is https://www.cuesale.com.
Article 2 Applicability
- These general terms and conditions apply to all Offers made by CUE Sale, to all agreements between CUE Sale and a Buyer and to all products offered by CUE Sale. These terms and conditions also apply to all agreements with CUE Sale that require the involvement of third parties for its execution.
- These general terms and conditions shall be made available to the Buyer prior to the conclusion of any (distance) agreement. If this is not reasonably possible, CUE Sale shall inform the Buyer of how they can view the general terms and conditions, which are in any case published on the CUE Sale website(s), so that the Buyer can easily save these general terms and conditions on a durable medium.
- The applicability of any (other) general or (purchase) terms and conditions of the Buyer is expressly rejected. Only the general terms and conditions of CUE Sale apply.
- In principle, it is not possible to deviate from these general terms and conditions. In exceptional situations, it is possible to deviate from the general terms and conditions if this has been explicitly agreed in writing with CUE Sale.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer.
- If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the remaining provisions of these general terms and conditions shall remain in force and the null and void/annulled provision(s) shall be replaced by a provision with the same meaning as the original provision.
- Any ambiguities regarding the content, explanation or situations not covered by these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
Article 3 Offer
- All offers made by CUE Sale are without obligation, unless explicitly stated otherwise in writing. If the offer is limited or valid under specific conditions, this shall be explicitly stated. An offer shall only be deemed to have been made if it has been recorded in writing.
- CUE Sale is only bound by the offer if its acceptance by the Buyer is confirmed in writing within fourteen days. Nevertheless, CUE Sale has the right to refuse an agreement with a potential Buyer for a reason justifiable to CUE Sale.
- The offer contains a complete and accurate description of the product offered. The description is so detailed that the Buyer is able to make a good assessment of the offer. Obvious errors or mistakes in the offer cannot bind CUE Sale. The images and specific data in the offer are only an indication and cannot be used as grounds for any compensation or the dissolution of the (distance) agreement. CUE Sale cannot guarantee that the colours in the image correspond exactly to the real colours of the product.
- Delivery times in CUE Sale’s offers are indicative and do not entitle the Buyer to cancellation or compensation if they are exceeded, unless expressly agreed otherwise.
- A composite price quotation does not oblige CUE Sale to deliver part of the goods included in the offer or quotation at a corresponding part of the quoted price.
- Offers or quotations do not automatically apply to repeat orders. Offers and quotations are only valid until stocks are used up.
Article 4 Conclusion of the agreement
- The agreement is concluded when the Buyer has accepted an Offer from the Seller by paying for the product in question.
- An Offer can be made by the Buyer via the web shop, by e-mail or by telephone.
- If the Buyer has accepted the Offer by concluding an agreement with CUE Sale, CUE Sale shall confirm the agreement with the Buyer in writing by e-mail.
- If the acceptance (on minor points) deviates from the offer or invoice, CUE Sale is not bound by it. The Buyer must pay the full offer and/or invoice, unless the Buyer can prove that a different agreement has been made.
- CUE Sale is not bound by an Offer if the Buyer could reasonably have expected or could have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this apparent error or mistake.
- Agreements may only be entered into by authorised personnel, persons employed or hired by CUE Sale who are authorised to represent and have a written power of attorney.
- The right of withdrawal does not apply to a Company.
Article 4A Continuing performance agreement
- The Buyer may only terminate an agreement of indefinite duration for the regular delivery of products with due observance of a notice period of three months and the agreed termination rules.
- The termination of the aforementioned agreement can be terminated by the Buyer in the same way as the Buyer has entered into it.
- A fixed-term agreement for the regular delivery of products ends automatically at the end of the last delivery.
- If an agreement lasts longer than one year, the agreement may be terminated at any time after one year by the Buyer with due observance of a notice period of at most one month, unless such termination cannot reasonably and fairly be justified before the end of the agreed term.
Article 5 Execution of the agreement
- CUE Sale will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- If and insofar as required for the proper execution of the agreement, CUE Sale has the right to have certain activities performed by third parties at its own discretion.
- The Buyer shall ensure that all information which CUE Sale indicates to be necessary or which the Buyer should reasonably understand to be necessary for the execution of the agreement is provided to CUE Sale in good time. If CUE Sale does not receive the information necessary for the execution of the agreement on time, CUE Sale has the right to suspend the execution of the agreement and/or to charge the Buyer for the additional costs resulting from the delay at the usual rates.
- Before executing the agreement, CUE Sale may require security from the Buyer or full payment in advance.
- CUE Sale is not liable for any damage of any kind caused by CUE Sale’s use of incorrect and/or incomplete information provided by the Buyer, unless CUE Sale was aware of such incorrectness or incompleteness.
- The Buyer indemnifies CUE Sale against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the Buyer.
- If and insofar as CUE Sale, for whatever reason, is unable to deliver the order placed by the Buyer, the Buyer is only entitled to receive the wholesale value of the products.
Article 6 Delivery
- In principle, delivery takes place from the warehouse of CUE Sale.
- If the start, progress or (completion) of the services is delayed because, for example, the Buyer has not or not timely provided all the requested information, does not cooperate sufficiently, the (down) payment has not been received on time by CUE Sale or if due to other circumstances beyond the control of CUE Sale any delay occurs, CUE Sale is entitled to a reasonable extension of the (completion) delivery period. All agreed delivery or completion dates are never final deadlines. The Buyer must give CUE Sale written notice of default and allow it a reasonable period to deliver. The Buyer shall not be entitled to any compensation due to the delay.
- The Buyer is obliged to take delivery of the goods at the time they are made available to them in accordance with the agreement, even if they are offered to them earlier or later than agreed.
- If the Buyer refuses to take delivery or fails to provide the information or instructions necessary for delivery, CUE Sale is entitled to store the goods at the risk and expense of the Buyer.
- If the goods are delivered by CUE Sale or an external carrier, CUE Sale is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately.
- Insofar as it is agreed that delivery and installation shall take place at the Buyer’s premises, this shall be entirely at the risk of the Buyer, regardless of what has been agreed for the calculation of the delivery costs.
- If CUE Sale requires information from the Buyer in the context of the execution of the agreement, the delivery period shall commence after the Buyer has made this information available to CUE Sale.
- If CUE Sale has indicated a delivery period, this shall be indicative. If the product is in stock and delivery is on schedule, CUE Sale will deliver the product within 48 hours to the address provided by the Buyer in the Netherlands, except in (exceptional) circumstances that lead to a delay in delivery. Longer delivery times apply to deliveries outside the Netherlands. The deadline for the execution of orders is 2 weeks.
- CUE Sale is entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery has no independent value. CUE Sale is entitled to invoice the delivered goods separately.
- Deliveries shall only be made if all invoices have been paid, unless explicitly agreed otherwise.
- CUE Sale reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 6A Packaging and transport
- CUE Sale undertakes towards the Buyer to pack the goods to be delivered properly and to secure them in such a way that they reach their destination in good condition when used normally.
- Unless otherwise agreed in writing, all deliveries shall be made exclusive of VAT, including packaging and packaging materials (with the exception of packaging for which it is customary to charge a separate deposit).
- Accepting goods without any comments or remarks on the consignment note or the receipt is proof that the packaging was in good condition at the time of delivery.
- Each Buyer is deemed to be in possession of any required import and/or payment licences. The absence or revocation of these permits does not release the Buyer from the obligation to take delivery of the goods in the agreed manner. If the goods are not sold cleared by CUE Sale, a Buyer may not derive the right to cancel the order.
- The risk of war shall always be borne by the Buyer.
- If the Buyer agrees that the ordered goods will be delivered by direct delivery from abroad, the risk of (improper, timely and/or no) delivery shall be entirely and completely for the account of the Buyer.
Article 7 Inspection, complaints
- The Buyer is obliged to inspect (or have inspected) the goods delivered at the time of delivery, but in any case within 48 hours after receipt of the goods delivered, but only to unpack or use them to the extent necessary to assess whether they will retain the product. The Buyer must also examine whether the quality and quantity of the goods delivered comply with the agreement and whether the products meet the requirements that apply to them in normal (commercial) traffic.
- The Buyer is obliged to investigate how the product should be used and, in the event of personal use, to test the product in accordance with the instructions for use. CUE Sale does not accept any liability for the incorrect use of the product by the Buyer, nor for incorrect advice given by the Buyer to the Buyer’s customers.
- Any visible defects or shortages must be reported to CUE Sale in writing within 48 hours of delivery at email@example.com stating the invoice number. Non-visible defects or shortages must be reported within 48 hours of discovery. In the event of damage to the product due to careless handling by the Buyer, the Buyer shall be liable for any reduction in value of the product.
- If, pursuant to the previous paragraph, a timely complaint is made, the Buyer remains obliged to take delivery of and pay for the purchased goods. If the Buyer wishes to return defective goods, this shall only be done with the prior written consent of CUE Sale in the manner indicated by CUE Sale. CUE Sale has the right to refuse tailor-made products or to accept them under special conditions to be agreed upon.
- All second-hand products are excluded from the right of withdrawal.
- If the Buyer exercises their right of withdrawal, they shall bear the costs thereof.
- Returns can be sent to the specified return address.
- The Buyer is not entitled to a refund of monies already paid. The Buyer can receive a replacement product or a credit to spend at CUE Sale.
- If the Buyer exercises their right of complaint, they are not entitled to suspend their payment obligation or to set off any outstanding invoices.
- In the absence of a complete delivery, and/or if one or more products are missing, and this is due to CUE Sale, CUE Sale shall, upon request of the Buyer, either send the missing product(s) or cancel the remaining order. The confirmation of receipt of the products is key in this. Any damage suffered by the Buyer as a result of the different scope of delivery cannot be recovered from CUE Sale.
- Complaints are not possible if the Buyer had wrong or different expectations of the product in question.
Article 8 Prices
- During the validity period of the Offer, the prices of the products offered will not be increased, except in the case of changes in VAT rates.
- The prices stated in the Offer are exclusive of VAT and other government levies as well as shipping and possible transport and packaging costs, as well as postage and packaging costs, unless explicitly stated otherwise.
- The prices as stated in the Offer are based on the cost factors applicable at the time the agreement was concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes. Any advantageous and disadvantageous differences at the time of arrival or delivery shall be for the benefit or at the expense of the Buyer.
- In the case of products subject to price fluctuations on the financial market and over which CUE Sale has no influence, CUE Sale may offer these products at variable prices. The Offer shall state that the prices are target prices and may fluctuate.
- Three months after the conclusion of the agreement, CUE Sale may apply price increases at its discretion. If price increases take place within these three months, this can only be the result of a legal regulation.
Article 10 Payment and collection policy
- Payment must be made in advance within a maximum payment period of 14 days in the currency of the invoice. Objections to the amount of the invoices must be reported within 48 hours of the invoice date but do not suspend the payment obligation.
- The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have explicitly agreed otherwise.
- The Buyer must pay these costs at once into the account number and details of CUE Sale communicated to them. Except in special circumstances, the Buyer may make payment arrangements on the basis of credit agreements with the express written consent of CUE Sale.
- If agreed, an advance payment must be made before CUE Sale commences its services.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, CUE Sale’s claims against the Buyer shall become immediately due and payable.
- CUE Sale is entitled to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal and the accrued interest. CUE Sale may, without being in default, refuse an offer of payment if the Buyer indicates a different order of allocation. CUE Sale may refuse full repayment of the principal if this does not include the accrued and unpaid interest and costs.
- If the Buyer does not fulfil their payment obligation, and has not fulfilled their obligation within the set payment period of 14 days, the Buyer is in default.
- From the date that the Buyer is in default, CUE Sale shall, without further notice of default necessary, claim the statutory (commercial) interest from the first day of default until full payment and reimbursement of the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code, to be calculated according to the scale of the decision for extrajudicial collection costs of 1 July 2012.
- If CUE Sale has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The legal and execution costs incurred shall also be borne by the Buyer.
- If the conditions set for this are met, no VAT will be calculated in the case of intra-Community supply. If the Buyer provides an incorrect or invalid VAT number, CUE Sale has the right to charge the VAT to the Buyer afterwards and to report fraud to the tax authorities in the country of delivery.
Article 11 Retention of title
- All goods delivered by CUE Sale shall remain the property of CUE Sale until the Buyer has fulfilled all the following obligations under all agreements concluded with CUE Sale.
- The Buyer is not authorised to pledge or otherwise encumber goods subject to retention of title.
- If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Buyer is obliged to inform CUE Sale as soon as can reasonably be expected.
- The Buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as theft and to make the policy of this insurance available for inspection on first request.
- In the event that CUE Sale wishes to exercise the property rights referred to in this article, the Buyer hereby gives CUE Sale or any third parties designated by it unconditional and irrevocable authorisation to enter all the places where CUE Sale’s property is located and to take the goods back.
- CUE Sale has the right to retain the product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled their payment obligations, despite an obligation to transfer or hand over by CUE Sale. After the Buyer has fulfilled their obligations, CUE Sale will deliver the purchased products to the Buyer as soon as possible, but within 20 working days at the latest.
- Costs and other (consequential) damage resulting from the retention of the purchased products shall be for the account and risk of the Buyer and shall be reimbursed by the Buyer to CUE Sale on first request.
Article 12 Warranty
- Immediately after the purchase of the product, the Buyer must examine the product to see whether it complies with the agreement.
- CUE Sale expressly does not give any warranty on second-hand products. CUE Sale declares that the product has been properly tested at the time the product leaves the warehouse.
- In the event of a defect, the Buyer (being a professional) may, after consultation with CUE Sale, try to repair the product at their own risk. If this is not possible, the Buyer can come to a location indicated by CUE Sale to repair minor defects. If, in the sole opinion of CUE Sale, major repairs are involved, additional costs may be charged.
- The Buyer can agree to collect the product themselves at the warehouse and, together with CUE Sale, test whether the product meets the conditions of the Offer.
- Under no circumstances is the Buyer entitled to a refund.
- If a defect has arisen as a result of injudicious or improper use or if, without written permission from CUE Sale, the Buyer or third parties have made changes or tried to make changes to the goods or have used them for purposes for which the goods are not intended or have been used under abnormal circumstances, the Buyer is not entitled to free repair.
Article 13 Suspension and dissolution
- CUE Sale is authorised to suspend the fulfilment of the obligations or to dissolve the agreement if the Buyer does not fulfil, or does not fully fulfil, their (payment) obligations arising from the agreement.
- In addition, CUE Sale is authorised to dissolve the existing agreement(s) with the Buyer, insofar as they have not yet been performed, without judicial agreement, if the Buyer fails to fulfil their obligations under any agreement concluded with CUE Sale in time or properly, or in the event of the Buyer’s bankruptcy or suspension of payments, or in the event of the closure or liquidation of their business.
- Furthermore, CUE Sale shall be entitled to dissolve the agreement (or have it dissolved) without prior notice of default if circumstances arise of such a nature that the execution of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be demanded.
- If the agreement is terminated, CUE Sale’s claims against the Buyer shall become immediately due and payable. If CUE Sale suspends the fulfilment of its obligations, it shall retain its rights under the law and the agreement.
- CUE Sale reserves the right to claim damages at any time.
Article 14 Limitation of liability
- If the execution of the agreement by CUE Sale gives rise to liability of CUE Sale towards the Buyer or third parties, such liability shall be limited to the costs charged by CUE Sale in connection with the agreement, up to a maximum of the order value. Liability shall in any event be limited to the maximum amount of damages paid by the insurance company per event per year.
- CUE Sale shall not be liable for any consequential, indirect, trading loss, loss of profits and/or losses incurred, lost savings, loss due to business interruption or damage resulting from the use of products supplied by CUE Sale.
- The Buyer is responsible and liable for the use of the playing systems by their customers and users. Any damage suffered by CUE Sale as a result of the acts or omissions of the Buyer shall be recovered from the Buyer, plus additional compensation.
- CUE Sale shall not be liable for any damage resulting or likely to result from any act or omission resulting from (incomplete and/or incorrect) information on the website(s) or those of linked websites.
- CUE Sale is not responsible for errors and/or irregularities in the functionality of the website and is not liable for any malfunctions or the unavailability of the website for any reason whatsoever.
- CUE Sale is not responsible for the correct and complete transmission of the content of and email sent by/on behalf of CUE Sale, nor for the timely receipt thereof.
- CUE Sale expressly disclaims all liability and claims of Buyers and third parties who have suffered (physical) damage as a result of the use of the products. The products offered by CUE Sale must only be used in accordance with the conditions of use of the manufacturer and software supplier. In case of doubt, the Buyer and/or user must contact CUE Sale.
- All claims by the Buyer for shortcomings on the part of CUE Sale shall lapse if they are not reported to CUE Sale in writing and stating reasons within six months after the Buyer was aware or could reasonably have been aware of the facts on which he bases his claims.
Article 15 Transfer of risk
The risk of loss or damage to the products covered by the agreement shall pass to the Buyer when the products leave the CUE Sale warehouse. Even if the products are brought under the control of the Buyer and/or third parties, the risk is transferred to the Buyer.
Article 16 Force majeure
- CUE Sale is not liable if it is unable to fulfil its obligations under the agreement as a result of force majeure, nor can it be held liable to fulfil any obligation if it is hindered to do so as a result of a circumstance not attributable to it and for which it is not responsible by virtue of the law, a legal act or generally accepted practice.
- Force majeure is in any case understood, but is not limited to what is understood by law and jurisprudence, (i) force majeure of CUE Sale’s suppliers, (ii) failure to properly fulfil the obligations of suppliers prescribed or recommended by the Buyer to CUE Sale, (iii) defects in goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunications facilities (for example due to: cyber criminality and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of CUE Sale and (xi) other situations which, in the opinion of CUE Sale, fall outside its sphere of influence and which temporarily or permanently prevent the fulfilment of its obligations.
- CUE Sale has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after CUE Sale should have fulfilled its obligation.
- The parties may suspend their obligations under the agreement during the period of force majeure. If this period exceeds two months, either party shall be entitled to terminate the agreement, without any obligation to compensate the other party for damages.
- Insofar as CUE Sale has already partially fulfilled its obligations under the agreement at the time of the force majeure, or will be able to fulfil them, and the part already fulfilled or still to be fulfilled has independent value, CUE Sale is entitled to invoice the part already fulfilled or still to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.
Article 17 Intellectual property rights
- All IP rights and copyrights of CUE Sale belong exclusively to CUE Sale and are not transferred to the Buyer.
- The Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties all documents covered by CUE Sale’s IP rights and copyrights without the express prior written consent of CUE Sale. If the Buyer wishes to make changes to goods delivered by CUE Sale, CUE Sale must give its explicit agreement to the proposed changes.
- The Buyer is forbidden to use the products covered by CUE Sale’s intellectual property rights in any way other than as agreed in the agreement.
- CUE Sale is entitled to place photographs of the products placed by the end user on its website and/or social media channels for promotional and/or advertising purposes. The client may at any time withdraw their permission, after which the photos will be removed.
Article 18 Confidentiality
- CUE Sale and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an order. Confidentiality arises from the order or information that can reasonably be expected to be confidential.
- If CUE Sale is bound by a legal provision or a court decision to (co-)transmit the confidential information to a third party indicated by the law or by the competent court or a third party, and CUE Sale cannot invoke the right to refuse to give evidence, CUE Sale shall not be liable for any damages and the Client shall not be entitled to terminate the agreement.
- CUE Sale and the Client shall also be bound by the obligation of confidentiality with regard to the third parties they engage.
Article 19 Privacy, data processing and security
- CUE Sale will treat the (personal) data of the Buyer and Users of the website(s) with care and will only use them in accordance with the privacy statement. If requested, CUE Sale will inform the person concerned. Questions about the processing of personal data and further information can be sent by e-mail to firstname.lastname@example.org.
- If the agreement requires CUE Sale to provide security for information, this security will meet the specifications and a level of security that is reasonable in view of the state of the art, the sensitivity of the data and the associated costs.
Article 20 Complaints
- If the Buyer is not satisfied with the service or products of CUE Sale or otherwise has complaints about the purchase agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 2 weeks after the relevant cause that led to the complaint. Complaints can be reported via email@example.com with the subject “complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Buyer in order for CUE Sale to be able to deal with it.
- CUE Sale will respond to the content of the complaint as soon as possible, but no later than 5 working days after receipt of the complaint.
- The parties will try to reach a joint solution.
Article 21 Applicable law
- All agreements between CUE Sale and the Buyer are governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In case of interpretation of the content and meaning of these general terms and conditions, the Dutch text shall always be decisive.
- All disputes arising from or in connection with the agreement between CUE Sale and the Buyer shall be settled by the competent court in Limburg, at Maastricht, unless mandatory provisions lead to the jurisdiction of another court.