General Terms and Conditions Elbayt Doux Rêves

1. Iboualatsen h.o.d.n. Elbayt Doux Rêves (hereinafter Elbayt Doux Rêves) is registered with the Chamber of Commerce under number 78023580 and is located at Lodewijk Pincoffsweg 168, 3021TA, Rotterdam in the Netherlands.

 Article 1 – Definitions

1. In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:
2. Offer: Any offer (written whether electronic or otherwise) to Buyer to supply Products by Seller to which these terms and conditions are inseparably linked. In certain situations, an Offer may be communicated by means other than written or electronic communication (e.g., orally). This depends on the actual situation/circumstances.
3. Consumer: The natural person not acting in the exercise of a profession or business.
4. Buyer: the Consumer who enters into an Agreement (at a distance) with Seller.
5. Agreement: The sales contract (at a distance) for the sale and delivery of Products purchased by Buyer from Elbayt Doux Rêves
6. Products: The Products offered by Elbayt Doux Rêves are fresh beaubons.
7. Seller: The provider of Products to the Buyer, hereinafter: Elbayt Doux Rêves

Article 2 – Applicability.

1. These general conditions apply to any Offer by Elbayt Doux Rêves and any Agreement between Elbayt Doux Rêves and a Buyer and to any Product offered by Elbayt Doux Rêves.
2. Before concluding an Agreement (at a distance), Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Elbayt Doux Rêves will indicate to the Buyer the way in which the Buyer can view the general conditions, which are in any case published on Elbayt Doux Rêves’ website, so that the Buyer can easily save these general conditions on a durable data carrier.
3. In exceptional situations, these general conditions may be deviated from if explicitly agreed upon in writing with Elbayt Doux Rêves.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchase conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions should be assessed and interpreted according to the spirit of these general terms and conditions.
7. Where reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/his, if and to the extent applicable.

Article 3 – The Offer

1. All offers made by Elbayt Doux Rêves are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer. An Offer shall in any case exist if it is in writing.
2. Elbayt Doux Rêves is only bound by the Offer if the Buyer has already paid the amount due, or the Buyer has placed an order and paid 50% of the order amount. Nevertheless, Elbayt Doux Rêves has the right to refuse an Agreement with a potential Buyer for a reason well-founded for Elbayt Doux Rêves.
3. The Offer contains a description of the Product offered with corresponding prices. The description is detailed enough to enable Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Elbayt Doux Rêves. Any images, packaging and specific data in the Offer are only indicative and cannot be grounds for any compensation or the dissolution of the Agreement (at a distance). Elbayt Doux Rêves cannot guarantee that the colors in the image exactly match the real colors of the Product. Also, Elbayt Doux Rêves cannot guarantee that the Product the Buyer will receive exactly matches the (digital) image.
4. Elbayt Doux Rêves is entitled to make minor deviations in the Products with respect to the Offer, this includes the substitution of similar ingredients (e.g. chocolate flakes by chocolate sprinkles, etc.).
5. Delivery times and deadlines mentioned in Elbayt Doux Rêves’ Offer are indicative and, if exceeded, do not entitle the Buyer to rescission or damages, unless expressly agreed otherwise.
6. A compound quotation does not oblige Elbayt Doux Rêves to deliver part of the items included in the offer or Offering at part of the quoted price.
7. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are valid only until supplies last, and on an as-is basis.

  Article 4 – Establishment of the Agreement.

1. The Agreement is concluded when the Buyer has accepted an Offer from Elbayt Doux Rêves by paying for the Product in question.
2. An Offer can be made by Elbayt Doux Rêves through the website.
3. If Buyer has accepted the Offer by entering into an Agreement with Elbayt Doux Rêves, Elbayt Doux Rêves will confirm the Agreement with Buyer in writing, or at least by e-mail.
4. If the acceptance (on minor points) differs from the Offer, Elbayt Doux Rêves is not bound by it.
5. Elbayt Doux Rêves is not bound by an Offer if Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer with respect to all fresh Products that spoil quickly or have a limited shelf life, and/or the Products for which the Buyer has broken the (freshness) seal. This is explicitly stated in the Offer.

Article 5 – Execution of the Agreement

1. Elbayt Doux Rêves will perform the Agreement to the best of its knowledge and ability.
2. If and to the extent required for the proper performance of the Agreement, Elbayt Doux Rêves has the right to have certain work performed by third parties at its discretion.
3. The Buyer shall ensure that all data, which Elbayt Doux Rêves indicates to be necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, are provided to Elbayt Doux Rêves in due time. If the data necessary for the performance of the Agreement are not provided to Elbayt Doux Rêves in due time, Elbayt Doux Rêves shall be entitled to suspend the performance of the Agreement.
4. In performing the Agreement, Elbayt Doux Rêves shall not be obliged or required to follow Buyer’s instructions if this changes the content or scope of the Agreement. If the directions result in additional work for Elbayt Doux Rêves, Buyer shall be obliged to pay the additional or supplementary costs accordingly.
5. Elbayt Doux Rêves may require security from Buyer or full payment in advance before proceeding to execute the Agreement.
6. Elbayt Doux Rêves is not liable for damages of any kind caused by Elbayt Doux Rêves has relied on inaccurate and/or incomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known to Elbayt Doux Rêves.
7. Buyer shall indemnify Elbayt Doux Rêves for any claims of third parties, who suffer damages in connection with the performance of the Agreement and which are attributable to Buyer.

Article 6 – Delivery

1. If the commencement, progress or (completion) delivery of the Agreement is delayed because, for example, the Buyer has failed to provide all requested information or has failed to provide all requested information in a timely manner, provides insufficient cooperation, the (advance) payment has not been received by Elbayt Doux Rêves in a timely manner, or any delay arises due to other circumstances beyond Elbayt Doux Rêves’ control, Elbayt Doux Rêves shall be entitled to a reasonable extension of the (completion) delivery period. All agreed (delivery) dates are never deadlines. The buyer must give Elbayt Doux Rêves written notice of default and grant it a reasonable period of time to still be able to deliver. Buyer shall not be entitled to any compensation due to the resulting delay.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Elbayt Doux Rêves is entitled to store the goods at the Buyer’s expense and risk.
4. If the Products are delivered by Elbayt Doux Rêves or an external carrier, Elbayt Doux Rêves is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If Elbayt Doux Rêves requires data from Buyer as part of the performance of the Agreement, the delivery period shall not begin until Buyer has made available to Elbayt Doux Rêves all the data necessary for performance.
6. If Elbayt Doux Rêves has given a deadline for delivery, it is indicative. Longer delivery times apply for delivery outside the Netherlands.
7. Elbayt Doux Rêves is entitled to deliver the goods in parts, unless this is deviated from by Agreement or the partial delivery has no independent value. Elbayt Doux Rêves is entitled to invoice the thus delivered goods separately.
8. Deliveries will be made only if all invoices have been paid unless expressly agreed otherwise. Elbayt Doux Rêves reserves the right to refuse delivery if there are well-founded fears of non-payment.
9. If the Buyer is not at home / unavailable to take delivery of the goods, and Elbayt Doux Rêves cannot leave the goods for the Buyer in any other way at the time of a first delivery / delivery attempt (e.g. by delivering the goods to neighbors present), Elbayt Doux Rêves is entitled to charge extra costs for a next delivery (attempt). Elbayt Doux Rêves is not liable for any loss of quality of the goods / Products due to the need to make a subsequent (e.g. second) delivery attempt or in the event that Elbayt Doux Rêves is forced to leave the Products behind for Buyer in any other way (for example: delivery to neighbors).

Article 7 – Packaging and transportation

1. Elbayt Doux Rêves undertakes to 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.
2. Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), packaging and packaging materials.
3. The acceptance of goods without any remarks on the waybill or receipt is considered proof that the packaging was in good condition at the time of delivery.

Article 8 – Examination, complaints

1. The Buyer shall be obliged to examine (or cause to be examined) the delivered Product immediately at the time of delivery or handover, but in any event within 24 hours of receipt of the delivered Product, but only to unpack or use the Product to the extent necessary to assess whether it is retained. The Buyer must examine whether the quality and quantity of what is delivered corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
2. Any visible defects or shortages should be reported in writing to Elbayt Doux Rêves after delivery at info@ladouxreves.com. If the Product is damaged due to careless handling by Buyer itself, Buyer is liable for any depreciation in value of the Product.
3. If the Buyer wishes to return defective goods, it shall do so only with Elbayt Doux Rêves’ prior written consent in the manner indicated by Elbayt Doux Rêves and with respect to Products suitable for withdrawal.
4. If the Consumer uses its right of withdrawal, it shall return the Product and all accessories, to the extent reasonably possible, in original condition and packaging to Elbayt Doux Rêves, in accordance with Elbayt Doux Rêves’ return instructions The direct costs of return shipments are at the Buyer’s expense and risk.
5. Elbayt Doux Rêves is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
6. Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer’s declaration of dissolution. Refunds will be made to the account number previously provided.
7. If Buyer exercises its right of complaint, Buyer being a Business shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
8. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Elbayt Doux Rêves, Elbayt Doux Rêves will, upon request by the Buyer, either resend the missing Product(s) or cancel the remaining order. The receipt from the Products is leading in this regard. Any damage suffered by Buyer as a result of the (different) scope of delivery cannot be recovered from Elbayt Doux Rêves

Article 9 – Prices

1. 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.
2. The prices stated in the Offer are inclusive of VAT unless expressly stated otherwise.
3. The prices as mentioned in the Offer are based on the cost factors applicable at the time of entering into the Agreement such as: import and export duties, freight and unloading costs, insurance and any duties and taxes.
4. In the case of Products or raw materials for which there are price fluctuations in the financial market and over which Elbayt Doux Rêves has no control, Elbayt Doux Rêves may offer these Products with variable prices. The Offer states that prices are guide prices and may fluctuate.
5. If the Buyer is not at home/unavailable to take delivery of the goods, and Elbayt Doux Rêves cannot leave the goods for the Buyer in any other way at the time of a first delivery/delivery attempt (for example, by delivering the goods to neighbors present), Elbayt Doux Rêves shall be entitled to charge additional costs for a subsequent delivery (attempt).

  Article 10 – Payment and collection policy.

1. Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated.
2. Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
3. Buyer must make payment in a lump sum to the account number and details of Elbayt Doux Rêves made known to her Parties may agree on a different term of payment only with Elbayt Doux Rêves’ express written consent.
4. If a periodic payment obligation of the Buyer is agreed upon, Elbayt Doux Rêves is entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, the claims of Elbayt Doux Rêves against the Buyer are immediately due and payable.
6. Elbayt Doux Rêves has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. Elbayt Doux Rêves may, without thereby being in default, refuse an offer of payment if the Buyer designates a different sequence of attribution. Elbayt Doux Rêves may refuse full payment of the principal sum, if this does not include the interest due and accrued and the costs.
7. When Buyer fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, Buyer will first receive a written reminder with a period of 14 days from the date of the reminder to still fulfill the payment obligation with a statement of the extrajudicial costs if Consumer fails to fulfill its obligations within that period, before it is in default.
8. From the date that the Buyer is in default, Elbayt Doux Rêves shall, without further notice, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
9. If Elbayt Doux Rêves has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Judicial and execution costs incurred shall also be borne by Buyer.

Article 11 – Retention of title.

1. All items delivered by Elbayt Doux Rêves, remain the property of Elbayt Doux Rêves until the Buyer has fulfilled all of the following obligations under all Agreements concluded with Elbayt Doux Rêves.
2. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Buyer shall be obliged to inform Elbayt Doux Rêves thereof as soon as may reasonably be expected.
4. In the event that Elbayt Doux Rêves wishes to exercise its property rights indicated in this article, the Buyer hereby gives unconditional and irrevocable permission and authorization to Elbayt Doux Rêves or third parties to be appointed by it to enter all those places where Elbayt Doux Rêves’ property is located and to take back those goods.
5. Elbayt Doux Rêves has the right to retain the Product(s) purchased by the Buyer, if the Buyer has not yet fulfilled (in full) its payment obligations, despite an obligation to transfer or surrender by Elbayt Doux Rêves After the Buyer has still fulfilled its obligations, Elbayt Doux Rêves will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products are at the Buyer’s expense and risk and shall be reimbursed to Elbayt Doux Rêves by the Buyer upon first request.

Article 12 – Guarantee Elbayt Doux Rêves guarantees that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or soundness and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has expressly notified Elbayt Doux Rêves of this use in writing at the time of entering into the Agreement.    Article 13 – Instructions for use Products

1. Buyer of Products must follow the regulations and instructions of Elbayt Doux Rêves.

Article 14 – Suspension and dissolution

1. Elbayt Doux Rêves is authorized to suspend the fulfillment of its obligations or to dissolve the Agreement, if the Buyer does not or not fully fulfill its (payment) obligations under the Agreement.
2. In addition, Elbayt Doux Rêves is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to fulfill, in a timely manner or properly, the obligations arising for it from any Agreement concluded with Elbayt Doux Rêves.
3. Furthermore, Elbayt Doux Rêves is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, Elbayt Doux Rêves’ claims against the Buyer are immediately due and payable. If Elbayt Doux Rêves suspends performance of its obligations, it retains its claims under the law and Agreement.
5. Elbayt Doux Rêves always retains the right to claim damages.

Article 15 – Limitation of liability

1. If the performance of the Agreement by Elbayt Doux Rêves leads to liability of Elbayt Doux Rêves to the Buyer or third parties, such liability shall be limited to the costs charged by Elbayt Doux Rêves in connection with the Agreement unless the damage was caused by intent or gross negligence. In any event, Elbayt Doux Rêves’ liability is limited to the maximum amount of damages paid by the insurance company per event per year.
2. Elbayt Doux Rêves is not liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products delivered is excluded. For Consumer, a limitation applies in accordance with what is allowed under Article 7:24 paragraph 2 of the Civil Code.
3. Elbayt Doux Rêves is not liable for and/or obliged to repair damage caused by the use of the Product. Elbayt Doux Rêves provides strict maintenance and usage instructions to be followed by Buyer. Any damage to Products resulting from wearing and use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
4. Elbayt Doux Rêves is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
5. Elbayt Doux Rêves shall not be liable for loss of quality of the goods / Products due to the need to make a subsequent (e.g. second) attempt at delivery or in the event that Elbayt Doux Rêves is compelled to leave the Products in any other way for the Buyer (e.g.: delivery to neighbors).
6. Elbayt Doux Rêves is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
7. Elbayt Doux Rêves is not responsible for the correct and complete transmission of the content of and email sent by/on behalf of Elbayt Doux Rêves, nor for its timely receipt.
8. All Buyer’s claims for shortcomings on the part of Elbayt Doux Rêves shall lapse if they have not been reported to Elbayt Doux Rêves in writing, stating reasons, within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of Buyer shall in any case expire one year after the termination of the Agreement.

Article 16 – Force majeure

1. Elbayt Doux Rêves is not liable if, as a result of a force majeure situation, it cannot fulfill its obligations under the Agreement, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted practice.
2. Force majeure shall in any case mean, but is not limited to, what is understood in law and jurisprudence in this respect, (i) force majeure of Elbayt Doux Rêves’ suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by Buyer to Elbayt Doux Rêves, (iii) defectiveness of third-party items, equipment, software or materials, (iv) government actions, (v) electricity failure, (vi) disruption of Internet, data network and telecommunications facilities (for example, due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in the company of Elbayt Doux Rêves and (xi) other situations that, in the opinion of Elbayt Doux Rêves, are beyond its control that temporarily or permanently prevent the fulfillment of its obligations.
3. Elbayt Doux Rêves is entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Elbayt Doux Rêves should have fulfilled its commitment.
4. The parties may suspend obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
5. Insofar as Elbayt Doux Rêves at the time of the occurrence of force majeure has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, Elbayt Doux Rêves is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. Buyer is required to pay this invoice as if it were a separate Agreement.

Article 17 – Collection and/or Delivery Collection.

1. Client must place an order in a timely manner but at least 1 day in advance. Large orders must be placed in consultation with Elbayt Doux Rêves. Orders must be picked up by Client himself at the physical location of Elbayt Doux Rêves. Client must comply with the regulations of Elbayt Doux Rêves in doing so.

Delivery

1. Elbayt Doux Rêves is obliged to ensure that, with respect to the Products, food safety is guaranteed at all times in accordance with applicable laws and regulations, as well as to carry out checks (or have checks carried out) on a regular basis and to report the results of such checks (or have them carried out). Elbayt Doux Rêves may provide Client with instructions regarding food safety if Client keeps the Products itself. Elbayt Doux Rêves shall never be liable for any damage and/or costs suffered by Client on the basis of its advice, or the omission thereof.
2. Delivery takes place on an agreed day and time.

Article 18 – Transfer of Risk The risk of loss or damage to the Products that are the subject of the Agreement shall pass to Buyer at the time the Products are given into Buyer’s control. This is the case if the Products have been delivered to Buyer’s delivery address.

Article 19 – Intellectual Property Rights.

1. All intellectual property rights and copyrights of Elbayt Doux Rêves belong exclusively to Elbayt Doux Rêves and are not transferred to Buyer.
2. The Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents that are subject to Elbayt Doux Rêves’ intellectual property rights and copyrights without Elbayt Doux Rêves’ express prior written consent If the Buyer wishes to make changes to items delivered by Elbayt Doux Rêves, Elbayt Doux Rêves must give its express consent to the intended changes.
3. The Buyer is prohibited from using the Products subject to Elbayt Doux Rêves’ intellectual property rights other than as agreed in the Agreement.

Article 20 – Privacy, data processing and security     

1. Elbayt Doux Rêves handles the (personal) data of Buyer and visitors of the website(s) with care. If requested, Elbayt Doux Rêves will inform the person concerned.
2. If the Agreement requires Elbayt Doux Rêves to provide security of information, such security will comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

Article 21 – Complaints

1. If the Buyer is not satisfied with Elbayt Doux Rêves’ Products and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days of the relevant occasion that led to the complaint. Complaints can be reported at info@ladouxreves.com with the subject line “Complaint.”
2. The complaint must be sufficiently substantiated and/or explained by Buyer in order for Elbayt Doux Rêves to consider the complaint.
3. Elbayt Doux Rêves will respond to the complaint in substance as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution jointly.

Article 22 – Applicable law

1. Any Agreement between Elbayt Doux Rêves and Buyer is governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail. Elbayt Doux Rêves has the right to unilaterally modify these general conditions.
3. All disputes arising from or as a result of the Agreement between Elbayt Doux Rêves and Buyer shall be settled by the competent court of Rotterdam unless provisions of mandatory law lead to the jurisdiction of another court.

Rotterdam, Aug. 24, 2021.