General Terms and Conditions
General Terms and Conditions Happy Shopper Group B.V.
Established on May 3, 2018. Last modified on April 11, 2023.
General Terms and Conditions Happy Shopper Group B.V, located at Veldweg 7, 5061 KJ, in Oisterwijk. Happy Shopper Group B.V. is registered with the Chamber of Commerce under number 77800303.
Article 1 Definitions
In these General Terms and Conditions, the following terms are used in the following meanings, unless expressly stated otherwise.
General Terms and Conditions: The General Terms and Conditions as mentioned below.
Happy Shopper Group B.V.: Happy Shopper Group B.V. is the user of these General Terms and Conditions.
Counterparty: The party that has accepted the applicability of these General Terms and Conditions and has purchased the Product. The Counterparty includes both Consumers and Businesses.
Parties: Happy Shopper Group B.V. and the Counterparty, each individually referred to as the “Party.”
Consumer: The Counterparty, a natural person not acting in the exercise of a business or profession.
Business: The Counterparty, a non-natural person, acting in the exercise of a business or profession.
Agreement: Any Agreement concluded between Happy Shopper Group B.V. and the Counterparty, aimed at the sale of Products.
Product: All items that are the subject of the Agreement.
Service: All activities, consisting of design activities, performed by Happy Shopper Group B.V. for or on behalf of the Counterparty.
Purchase or Service Provision The Agreement between Happy Shopper Group B.V. and the Counterparty is Remote Purchase: the (re)sale
remotely: of Products, whereby a system organized by Happy Shopper Group B.V. for remote sales exclusively uses one or more techniques for remote communication, such as a website, phone, or other communication means, and no physical contact between Parties takes place, but also Remote Service Provision: the provision of Services remotely.
Article 2 Scope
These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between Happy Shopper Group B.V. and the Counterparty, unless Parties have expressly and in writing agreed to deviate from these General Terms and Conditions.
These General Terms and Conditions also apply to Agreements with Happy Shopper Group B.V, for the execution of which third parties need to be involved.
The applicability of any purchase or other general conditions of the Counterparty is expressly rejected.
If it is found that one or more provisions in these General Terms and Conditions are void or voidable, the General Terms and Conditions remain in force for all else. In such a situation, Parties will negotiate with the aim of agreeing on new provisions to replace the void or voided provisions.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been agreed upon in writing and expressly with Happy Shopper Group B.V.
If Happy Shopper Group B.V. does not always require strict compliance with these General Terms and Conditions, this does not imply that the provisions thereof are not applicable, or that Happy Shopper Group B.V. would lose the right to demand strict compliance with the provisions of these General Terms and Conditions in other cases.
Article 3 Offers and/or Quotations
All offers and/or quotations are preferably made in writing and/or electronically, unless urgent circumstances render this impossible.
All offers and/or quotations from Happy Shopper Group B.V. are valid for 14 days, unless a different term for acceptance is stated in the offer and/or quotation. The offer and/or quotation expires when this term has elapsed.
All offers and/or quotations are valid while stocks last.
Happy Shopper Group B.V. cannot be held to its offers and/or quotations if the Counterparty, within the framework of reasonableness and fairness and with common market opinions, should have understood that the offer and/or quotation or a part thereof contains an obvious mistake or error.
If acceptance, whether or not on minor points, deviates from the offer included in the offer and/or quotation, Happy Shopper Group B.V. is not bound by it. The Agreement then does not come into existence in accordance with this deviating acceptance, unless Happy Shopper Group B.V. indicates otherwise.
A composite quotation does not oblige Happy Shopper Group B.V. to deliver a part of the Products included in the offer and/or quotation for a corresponding part of the stated Price.
All offers and/or quotations do not automatically apply to future orders or reorders.
Article 4 Conclusion of Agreement
The Agreement is concluded because the Counterparty accepts the offer and/or quotation of Happy Shopper Group B.V. in time.
Article 5 Termination and Cancellation of Agreement
Happy Shopper Group B.V. and the Counterparty can terminate the Agreement at any time by mutual consent.
The Counterparty can cancel the Agreement. Cancellation must occur before shipment (for non-printed Products) or before production has started (for printed Products). Production starts after the Counterparty has approved the print or digital proof. Cancellation thereafter is not possible. The Counterparty is then obliged to purchase the Products and pay the agreed Price.
Article 6 Amendment of Agreement
If during the execution of the Agreement it appears that it is necessary for a proper execution to change or supplement the Agreement, Happy Shopper Group B.V. will inform the Counterparty of this as soon as possible. Parties will then proceed to amend the Agreement in time and in mutual consultation.
If Parties agree that the Agreement will be changed or supplemented, the time of completion of the execution can be influenced by it. Happy Shopper Group B.V. will notify the Counterparty of this as soon as possible.
If the amendment or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, Happy Shopper Group B.V. will inform the Counterparty of this in advance.
If a fixed Price has been agreed upon, Happy Shopper Group B.V. will indicate to what extent the amendment or addition of the Agreement will affect the Price. In doing so, Happy Shopper Group B.V. will try to provide a price estimate in advance as much as possible.
Happy Shopper Group B.V. will not be able to charge additional costs if the amendment or addition is due to circumstances attributable to Happy Shopper Group B.V.
Changes to the originally concluded Agreement between the Counterparty and Happy Shopper Group B.V. are only valid from the moment these changes have been accepted in writing by both Parties by means of a supplementary or amended Agreement.
Article 7 Execution of Agreement
Happy Shopper Group B.V. has the right to have the Agreement performed by third parties.
Happy Shopper Group B.V. has the right to perform the delivery of the Products in phases, for example, the Products being delivered at different times or locations.
Happy Shopper Group B.V. will primarily carry out its activities at its location and not at the Counterparty’s location.
If and as long as this invoice is not paid by the Counterparty, Happy Shopper Group B.V. is not obligated to carry out the next phase and has the right to suspend the Agreement.
The Counterparty provides all data or instructions that are necessary for the execution of the Agreement or of which the Counterparty should reasonably understand that these are necessary for the execution of the Agreement, to Happy Shopper Group B.V. in a timely manner.
If the previous data and instructions are not or not timely provided, Happy Shopper Group B.V. has the right to suspend the execution of the Agreement. The additional costs incurred due to the delay are at the expense of the Counterparty.
Article 8 Prices
For selling and delivering the Product or performing the work, Happy Shopper Group B.V. receives financial compensation from the Other Party: the Price.
Regarding the Other Party in the capacity of Consumer, the Prices are expressed in euros, including VAT and other government levies, unless otherwise indicated.
Regarding the Other Party in the capacity of Business, the Prices are expressed in euros, excluding VAT and other government levies, unless otherwise indicated.
The prices generally include packaging and shipping costs, but may exclude these costs if the Other Party has specific requirements. Happy Shopper Group B.V. will promptly inform the Other Party of these additional costs.
A surcharge is applied for shipments abroad.
Happy Shopper Group B.V. will provide timely information or data to the Other Party before the Agreement is concluded about all additional costs or on which the Other Party can base the calculation of these costs.
Article 9 Price Change
If Happy Shopper Group B.V. agrees on a fixed Price with the Other Party at the conclusion of the Agreement, Happy Shopper Group B.V. is entitled to increase the Price, even if the Price was originally not given with a reservation.
If Happy Shopper Group B.V. intends to change the Price, it will notify the Other Party as soon as possible.
If a Price increase occurs within three months after the conclusion of the Agreement, the Other Party can dissolve the Agreement by written statement, unless:
- The Price increase results from an authority or obligation imposed on Happy Shopper Group B.V. by law;
- Happy Shopper Group B.V. is still willing to perform the Agreement based on the originally agreed terms;
- It was stipulated that delivery would take place more than three months after the purchase.
The Other Party has the right to dissolve the Agreement if more than three months after the conclusion of the
Agreement the Price is increased, unless it was stipulated in the Agreement that delivery would occur more than three months after the purchase.
Article 10 Distance Selling, Returns, Refunds, Inspection, and Complaints
Consumers
In the case of Distance Selling, delivery must take place within thirty days. In the case of Distance Service, the work must be performed within thirty days, unless Happy Shopper Group B.V. indicated before the conclusion of the Agreement that delivery would take longer than thirty days and the Other Party has not objected. Additionally, Happy Shopper Group B.V. has the right to require the Other Party to make an advance payment of the Price.
Right of Withdrawal
The right of withdrawal is an exclusive right that the law grants only to the Other Party in the capacity of Consumer and not to the Other Party in the capacity of Business.
In the case of Distance Selling, the Other Party has the right to cancel the Agreement within fourteen days after receiving the Products delivered by Happy Shopper Group B.V. without giving any reason. Additionally, the Other Party has the right to cancel the Agreement after thirty days if Happy Shopper Group B.V. has not delivered the Product within thirty days (unless: see first paragraph of this article), unless the Parties have agreed on a different delivery term. Also, if Happy Shopper Group B.V. has not fulfilled its information obligation or has not provided data in the correct form, the Other Party generally has the right to cancel the Agreement within three months after receiving the Products delivered by Happy Shopper Group B.V., without giving any reason. If Happy Shopper Group B.V. fulfills the information obligation within those three months, the period of fourteen days begins to run from the day he complies with that obligation.
Expiration of Right of Withdrawal
The right of withdrawal expires if the Agreement relates to Products that Happy Shopper Group B.V. has custom-made for the Other Party according to the specific (personal) wishes of the Other Party. Given that Happy Shopper Group B.V.’s activities involve creating promotional materials, merchandise, and printing apparel resulting in Products custom-made for the specific (personal) wishes of the Other Party, the Other Party’s right of withdrawal expires. This means the Other Party (in the capacity of Consumer) cannot exercise his/her right of withdrawal.
Exclusion of Right of Withdrawal
The right of withdrawal does not apply to all Products specifically made to measure or according to the specific wishes of the Other Party.
Businesses
No Right to Return or Refund
Given that Happy Shopper Group B.V.’s activities involve creating promotional materials, merchandise, and printing apparel resulting in Products custom-made to the specific (personal) wishes of the Other Party, the Other Party cannot return the Products without reason and/or receive a (partial) refund without the consent of Happy Shopper Group B.V. This means the Other Party (in the capacity of Business, but also the Other Party in the capacity of Consumer) cannot exercise the right to return or refund.
Inspection and Complaints (Consumers and Businesses)
The Other Party is obliged to inspect the Products upon receipt, but in any case within 14 days after receipt, to verify whether the quality and quantity of the received Products correspond with what was agreed, or at least meet the requirements in usual trade.
Visible defects and shortages must be reported in writing to Happy Shopper Group B.V. within 7 days after execution of the Products.
Non-visible defects and shortages must be reported to Happy Shopper Group B.V. within 10 days of discovery.
The potential right to (partial) refund of the price, repair, replacement, or compensation lapses if defects are not reported within the stipulated period unless a longer period arises from the nature of the Products or circumstances of the case.
The payment obligation is not suspended if the Other Party informs Happy Shopper Group B.V. within the stipulated period about the defect.
For the Other Party in the capacity of Consumer, a period of two months always applies when discovering visible and non-visible defects, as referred to in Article 7:23 of the Dutch Civil Code.
Article 11 Delivery
Delivery regarding the Other Party in the capacity of Consumer takes place when the Product is placed under the control of the Other Party. After delivery, the risk of the Product transfers to the Other Party.
Delivery regarding the Other Party in the capacity of Business takes place when the Product is made available to the Other Party. After delivery, the risk of the Product transfers to the Other Party.
Delivery takes place at Happy Shopper Group B.V. or at the address specified by the Other Party, unless otherwise agreed.
The Other Party is obliged to accept the purchased Products at the time they are made available to him, unless this involves severe objections or unreasonable costs.
If the Other Party refuses to accept the Product at the place of delivery or is negligent in providing data or instructions necessary for delivery, the Products destined for delivery will be stored at the risk and expense of the Other Party, after Happy Shopper Group B.V. has informed the Other Party. In that case, the Other Party will owe all additional costs.
Article 12 Delivery and Execution Terms
Delivery will take place and work will be performed within a term specified by Happy Shopper Group B.V.
If a term is agreed or specified for the delivery of the Product or the execution of the work, this term is merely indicative and never to be considered a strict deadline.
If Happy Shopper Group B.V. needs data or instructions from the Other Party, necessary for delivery or execution, the delivery time or execution period starts after the Other Party has provided these to Happy Shopper Group B.V.
In case the delivery term or execution period is exceeded, the Other Party must give written notice of default to Happy Shopper Group B.V., providing a reasonable term to still deliver the Product or perform the work.
A notice of default is not required if delivery or execution is permanently impossible or if it has been otherwise clear that Happy Shopper Group B.V. will not fulfill its obligations under the Agreement. If Happy Shopper Group B.V. fails to deliver within this term, the Other Party has the right to dissolve the Agreement without judicial intervention and/or demand compensation.
Article 13 Risk Transfer
The Products subject to the Agreement remain at the risk of Happy Shopper Group B.V. until the moment they are placed under the control of the Other Party (in the capacity of Consumer) or until the moment they are made available to the Other Party (in the capacity of Business).
The risk of loss, damage, or depreciation of Products subject to the Agreement transfers to the Other Party at the moment the Products are placed under the control of the Other Party (in the capacity of Consumer) or a third party designated by the Other Party, or at the moment they are made available to the Other Party (in the capacity of Business) or a third party designated by the Other Party.
Article 14 Retention of Title
All Products delivered by Happy Shopper Group B.V. under the Agreement remain the property of Happy Shopper Group B.V. until the Counterparty has duly fulfilled and completed everything it owes under the Agreement (the delivery or execution instructions and the Price).
The amount owed also includes: the reimbursement of all costs and interest, including from earlier and later deliveries and services rendered, as well as claims for damages due to non-performance.
As long as the ownership of the delivered goods has not passed to the Counterparty, it may not resell, pledge, or otherwise encumber what falls under the retention of title, except within the normal course of its business.
Article 15 Production Processes
Slight deviations from the original in all production processes cannot be claimed.
This particularly applies to:
- Slight odors in materials and printing;
- Slight color deviations between two or more orders;
- Slight color deviations compared to a previous order;
- Slight color deviations between the Products within a single order;
- Slight cutting deviations of print materials.
The aforementioned also technically applies to comparisons between other models and these are excluded, such as:
- Proof prints;
- Digital samples;
- Print data;
- When created by the Counterparty;
- Odors; and
- The final product.
The Counterparty should take into account a tolerance of up to 5% failure for LED Products. Any deviations in order quantity may be deducted or invoiced to the Counterparty, with a maximum difference of 10%.
Article 16 Payment
Payment is made by transfer to a bank account designated by Happy Shopper Group B.V. or in cash at the time of purchase or delivery, unless otherwise agreed. Transfer occurs by invoice or bank transfer.
Payment can be made both in advance and afterwards. Happy Shopper Group B.V. almost always requests an advance payment from the Counterparty. The Counterparty can pay directly through the webshop via options like iDeal, Credit card, Paypal. If the Agreement is concluded via an offer, Happy Shopper Group B.V. will send the Counterparty an invoice.
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Post-payment must be made within 30 days of the invoice date, in a manner indicated by Happy Shopper Group B.V. and in the currency in which it was invoiced, unless otherwise agreed.
Happy Shopper Group B.V. and the Counterparty may agree that payment is made in installments. If payment in installments is agreed, the Counterparty must pay according to the terms and percentages as stipulated in the Agreement.
The Counterparty is not authorized to offset any amount owed with an alleged counterclaim.
Objections to the amount of the invoice do not suspend the payment obligation.
After the expiry of 30 days from the invoice date, the Counterparty is in default by operation of law without further notice. From the moment of default, the Counterparty owes interest on the due amount of 2% per month, unless the statutory interest is higher.
In the event of bankruptcy, suspension of payments, or receivership on the part of the Counterparty, the claims of Happy Shopper Group B.V. and the obligations of the Counterparty towards Happy Shopper Group B.V. become immediately due and payable.
Article 17 Collection Costs
If the Counterparty is in default or is in arrears in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty.
With regard to out-of-court (collection) costs, Happy Shopper Group B.V., insofar as the Counterparty acts in the capacity as Company, deviating from Article 6:96 paragraph 5 of the Dutch Civil Code and the Regulation for compensation for out-of-court collection costs, is entitled to a compensation of 15% of the total outstanding principal amount with a minimum of € 90 for each invoice that is not fully or partially settled.
With regard to out-of-court (collection) costs, Happy Shopper Group B.V., insofar as the Counterparty acts in the capacity of Consumer, is entitled to the legally maximum allowed compensation as stipulated in the Regulation for compensation for out-of-court (collection) costs.
Insofar as the Counterparty acts in the capacity of Consumer, Happy Shopper Group B.V. is only entitled to compensation for the out-of-court (collection) costs after Happy Shopper Group B.V. has sent a reminder to the Counterparty following the default to settle the outstanding invoice or invoices within 30 days.
The reasonable legal and execution costs incurred will also be borne by the Counterparty.
Article 18 Suspension
If the Counterparty does not, not fully, not timely, or improperly fulfills an obligation under the Agreement, Happy Shopper Group B.V. has the right to suspend the fulfillment of the reciprocal obligation. In the case of partial or improper fulfillment, suspension is only permitted to the extent that the deficiency justifies it.
Furthermore, Happy Shopper Group B.V. is authorized to suspend the performance of its obligations if:
- After the conclusion of the Agreement, circumstances have come to the knowledge of Happy Shopper Group B.V. giving good reason to fear that the Counterparty will not fulfill its obligations;
- The Counterparty was requested to provide security for the fulfillment of its obligations under the Agreement at the time of concluding the Agreement and this security is not provided or is insufficient;
- Circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be demanded from Happy Shopper Group B.V.
Happy Shopper Group B.V. reserves the right to claim compensation.
Article 19 Termination
If the Counterparty does not, not fully, not timely, or improperly fulfills an obligation under the Agreement, Happy Shopper Group B.V. is authorized to terminate the Agreement with immediate effect, unless the deficiency given its minor significance does not justify termination.
Furthermore, Happy Shopper Group B.V. is authorized to terminate the Agreement with immediate effect if:
- After the conclusion of the Agreement, circumstances have come to the knowledge of Happy Shopper Group B.V. giving good reason to fear that the Counterparty will not fulfill its obligations;
- The Counterparty was requested to provide security for the fulfillment of its obligations under the Agreement at the time of concluding the Agreement and this security is not provided or is insufficient;
- Due to the delay on the part of the Counterparty, it can no longer reasonably be demanded from Happy Shopper Group B.V. that they will fulfill the Agreement under the originally agreed conditions;
- Circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be demanded from Happy Shopper Group B.V.;
- The Counterparty is declared bankrupt, files a request for suspension of payments, requests application of natural persons debt restructuring, is confronted with a seizure on all or part of its property;
- The Counterparty is placed under guardianship;
- The Counterparty passes away.
Termination is effected by written notice without judicial intervention.
If the Agreement is terminated, the claims of Happy Shopper Group B.V. on the Counterparty are immediately due and payable.
If Happy Shopper Group B.V. terminates the Agreement on the grounds of the aforementioned reasons, Happy Shopper Group B.V. is not liable for any costs or compensation.
If the termination is attributable to the Counterparty, the Counterparty is liable for the damages suffered by Happy Shopper Group B.V.
Article 20 Force Majeure
A shortcoming cannot be attributed to Happy Shopper Group B.V. or the Counterparty, as the shortcoming is not due to their fault, nor under the law, legal act, or generally accepted practice. In this case, the Parties are also not obliged to fulfill the obligations derived from the Agreement.
In these General Terms and Conditions, force majeure is meant in addition to what is understood in the law and jurisprudence, all external causes, whether foreseen or not foreseen, over which Happy Shopper Group B.V. cannot influence and which prevent Happy Shopper Group B.V. from fulfilling the obligations.
Circumstances that are considered as force majeure include: strike, lockout, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic obstructions, blockades, import or export restrictions, or other governmental measures, stagnation or delay in the supply of raw materials or machine parts, lack of labor, as well as any other circumstance that hinders the normal course of business, as a result of which fulfillment of the Agreement by Happy Shopper Group B.V. cannot reasonably be demanded from the Counterparty.
Happy Shopper Group B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement arises after Happy Shopper Group B.V. should have fulfilled its obligation.
In the event of force majeure, the Parties are not obliged to continue the Agreement, nor are they liable for any compensation.
Both Happy Shopper Group B.V. and the Other Party can suspend the obligations from the Agreement in whole or in part during the period of force majeure. If this period lasts longer than two 2 months, both Parties are entitled to terminate the Agreement with immediate effect, through written notice, without judicial intervention, without any compensation being due.
If the force majeure situation is temporary, Happy Shopper Group B.V. reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both Parties are entitled to terminate the Agreement extrajudicially.
If Happy Shopper Group B.V. has already partially fulfilled its obligations under the Agreement at the time of force majeure, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Happy Shopper Group B.V. is entitled to invoice the already fulfilled or to be fulfilled part separately. The Other Party is obliged to pay this invoice as if it were a separate Agreement.
Article 21 Warranties
Happy Shopper Group B.V. guarantees that the delivered Products conform to the Agreement. Happy Shopper Group B.V. also guarantees that the delivered Products meet the usual requirements and standards that can reasonably be expected and that the Products possess the properties necessary for normal use, considering all circumstances.
The warranty stated in these General Terms and Conditions applies to electronic Products and for use within and outside the Netherlands.
If the delivered Product was manufactured by a third party, the warranty provided by this third party applies, unless otherwise indicated.
If the delivered Product does not meet the warranty, Happy Shopper Group B.V. can, upon notification, examine the Product within a reasonable time and assess whether the Product qualifies for (possibly free) replacement or repair.
When the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out charges, are borne by the Other Party.
Any form of warranty expires if a defect is caused by improper use or lack of care, or is a result of changes made by the Other Party or third parties to the delivered item. Likewise, Happy Shopper Group B.V. is not liable for any damage resulting from these defects.
The warranty also expires if the defect is caused by or results from circumstances over which Happy Shopper Group B.V. has no control. These circumstances include weather conditions.
Article 22 Inspection (Periods) of Defects
The Other Party, acting as a Consumer, is obliged to inspect the delivered Products at the time of delivery, but in any case within two months after delivery. The Other Party must examine whether the quality and quantity of the delivered goods correspond to what was agreed, or at least meet the requirements that apply in normal commercial transactions. Visible and non-visible defects and shortages must be reported in writing to Happy Shopper Group B.V. within two months after delivery of the Product. The defective Product must be returned together with the purchase receipt, unless this is impossible or unreasonably burdensome.
The Other Party, acting as a Company, is obliged to inspect the delivered Products at the time of delivery, but in any case within fourteen days after delivery. The Other Party must examine whether the quality and quantity of the delivered goods correspond to what was agreed, or at least meet the requirements that apply in normal commercial transactions. Visible and non-visible defects and shortages must be reported in writing to Happy Shopper Group B.V. within fourteen days after delivery of the Product. The defective Product must be returned together with the purchase receipt, unless this is impossible or unreasonably burdensome.
The right to a (partial) refund of the Price, repair, or replacement of the Product, or compensation expires if defects are not reported within the stipulated period, unless the nature of the Product or circumstances of the case result in a more extended period.
The payment obligation is not suspended if the Other Party notifies Happy Shopper Group B.V. of the defect within the stipulated period.
If a complaint is made in time, the Other Party remains obliged to accept and pay unless it has no independent value.
Article 23 Liability
Happy Shopper Group B.V. is only liable for direct damage caused by willful recklessness or intent of Happy Shopper Group B.V. Direct damage shall exclusively mean:
- Material damage to the property of the Other Party;
- Reasonable costs incurred by the Other Party to determine the liability and the (extent of the direct) damage;
- Reasonable costs incurred by the Other Party reasonably and that could reasonably be made, to prevent or limit the damage, provided that the Other Party demonstrates that these costs have led to the limitation of the direct damage;
- Reasonable costs that the Other Party reasonably incurred to obtain satisfaction outside of court, as meant in article 6:96 paragraph 2, subsection c of the Dutch Civil Code.
Happy Shopper Group B.V. is not liable for indirect damage, including but not limited to consequential damage, lost profit, missed savings, business stagnation, or immaterial damage of the Other Party. In the case of consumer purchase, this limitation does not extend further than allowed under article 7:24 paragraph 2 of the Dutch Civil Code.
Happy Shopper Group B.V. is not liable for damages of any kind arising because Happy Shopper Group B.V. relied on incorrect and/or incomplete data provided by the Other Party, unless the incorrectness or incompleteness was or should have been known to Happy Shopper Group B.V. Furthermore, Happy Shopper Group B.V. is not liable for damage caused by the use of components, materials, logos, trademarks, etc., provided by the Other Party. This damage is at the Other Party’s expense and risk.
Happy Shopper Group B.V. is not liable for deformation, destruction, theft, or loss of data or documents.
If Happy Shopper Group B.V. provides advice, this advice is purely informative and non-binding. The Other Party is responsible for whether or not to follow the advice. Happy Shopper Group B.V. is not liable for any (negative) consequences from following the advice.
The liability limitations contained in this article do not apply if the damage is due to intent or gross negligence by Happy Shopper Group B.V. or its managerial subordinates.
If Happy Shopper Group B.V. is liable for any damage, then the liability of Happy Shopper Group B.V. is limited to an amount not exceeding twice the invoice amount or the amount covered by the insurance Happy Shopper Group B.V. is connected to, plus the deductible according to the insurance.
The Other Party must report the damage for which Happy Shopper Group B.V. can be held liable as soon as possible, but in any case, within ten days after the damage occurs, to Happy Shopper Group B.V., under penalty of forfeiture of any right to compensation for this damage.
Any liability claim against Happy Shopper Group B.V. expires within one year after the Other Party became aware of the damage-causing event or could reasonably have been aware.
Article 24 Indemnification
The Other Party indemnifies Happy Shopper Group B.V. against any claims from third parties that suffer damage in connection with the execution of the Agreement attributable to the Other Party.
If Happy Shopper Group B.V. is approached by third parties, the Other Party is obliged to assist Happy Shopper Group B.V. both in and out of court. All costs and damage on the part of Happy Shopper Group B.V. and third parties will be borne by the Other Party.
Article 25 Limitation Period
For all claims against Happy Shopper Group B.V. and the (potential) third parties engaged by Happy Shopper Group B.V., a limitation period of one year applies, deviating from the statutory limitation periods.
The foregoing does not apply to claims based on the failure of the delivered Product to conform to the Agreement. In this case, the claims shall expire two years after the Other Party has informed Happy Shopper Group B.V. about the defect of the delivered Product.
Article 26 Copyright and Intellectual Property Rights
Happy Shopper Group B.V. reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations.
Happy Shopper Group B.V. reserves the right to use the knowledge gained from the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.
The Other Party declares that it possesses all necessary intellectual property rights to all (virtual) means, components, photocopies, and other works delivered to it by Happy Shopper Group B.V. under the services provided. If necessary, the Other Party grants Happy Shopper Group B.V. a (sub-)license concerning these intellectual property rights. The Other Party fully indemnifies Happy Shopper Group B.V. for any third-party claims regarding the use of these by Happy Shopper Group B.V.
Article 27 Processing of Personal Data and Cookies
Happy Shopper Group B.V. acts in accordance with the current privacy legislation, including the General Data Protection Regulation (GDPR), which has been effective since May 25, 2018.
The data and information provided by the Other Party to Happy Shopper Group B.V. will be carefully and confidentially stored by Happy Shopper Group B.V. Happy Shopper Group B.V. will not retain personal data longer than necessary.
The Other Party has the right of access, the right to correction, and the right to deletion of the provided personal data.
Happy Shopper Group B.V. may only use the Other Party’s personal data for necessary specific purposes: in the context of fulfilling its delivery obligation or handling a possible complaint.
Happy Shopper Group B.V. is not permitted to lend, rent, sell, or in any way disclose the Other Party’s personal data.
The Counterparty is entitled to file a complaint with the Personal Data Authority regarding his/her personal data. The Personal Data Authority is obliged to handle this complaint.
The Counterparty agrees that Happy Shopper Group B.V. may contact the Counterparty for statistical research or customer satisfaction surveys. If the Counterparty does not wish to be contacted for research, the Counterparty must make this known.
When visiting the website, Happy Shopper Group B.V. may collect information from the Counterparty about the use of the website through cookies.
The information that Happy Shopper Group B.V. collects through cookies can be used for functional and analytical purposes.
Article 28 Applicable law and disputes
All legal relationships involving Happy Shopper Group B.V. are exclusively governed by Dutch law. This also applies if an obligation is performed wholly or partially abroad or if the Counterparty has its residence abroad.
The applicability of the Vienna Sales Convention is excluded.
Article 29 Place of deposit
These General Terms and Conditions are filed with the Chamber of Commerce under number 77800303.
