Terms and Conditions Passimocello
Email: [email protected]
1. Passimoncello: S.M.T de Ruiter & H.T.G.M van den Hurk V.O.F., established in Gemert under Chamber of Commerce no. 81968450.
2. Customer: the person with whom Passimoncello has entered into an agreement.
3. Parties: Passimoncello and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, activities, orders, agreements
and deliveries of services or products by or on behalf of Passimoncello.
2. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
3. The parties exclude the applicability of additional and/or deviating general terms and conditions of the customer or of
third parties expressly.
1. All prices that Passimoncello uses are in euros, are exclusive of VAT and exclusive of any other costs such as
administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise
2. All prices that Passimoncello charges for its products, on its website or which are otherwise made known,
Passimoncello may change at any time.
3. Increases in the cost prices of products or parts thereof, which Passimoncello could not foresee at the time
of making the offer or the conclusion of the agreement may give rise to
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in
paragraph 3, unless the increase is the result of a statutory regulation.
Samples and models
If the customer has received a sample or model of a product, he cannot have any other rights thereto
then derive that it is an indication of the nature of the product, unless the parties have expressly agreed
that the products to be delivered correspond to the sample or model.
Payments and payment term
1. The customer must pay invoices to Passimoncello within 14 days of the invoice date, unless the parties do so
have made other agreements or a different payment term is stated on the invoice.
2. Payment terms are regarded as strict payment terms. This means that if the customer
has not paid the agreed amount at the latest on the last day of the payment term, he is legally
is in default and is in default, without Passimoncello having to send the customer a reminder or
3. Passimoncello reserves the right to make a delivery conditional on immediate payment or
require a security for the total amount of the services or products.
Consequences of not paying on time
1. If the customer does not pay within the agreed term, Passimoncello is entitled to the statutory interest of 8%
per month for commercial transactions from the day the customer is in default, whereby a
part of a month is counted as a whole month.
2. If the customer is in default, he is also liable for extrajudicial collection costs and any compensation
owed to Passimoncello.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Passimoncello may suspend its obligations until the customer meets his
payment obligation has been fulfilled.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims
of Passimoncello on the customer is immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Passimoncello, he is still
obliged to pay the agreed price to Passimoncello.
Right of advertising
1. As soon as the customer is in default, Passimoncello is entitled to invoke the right of complaint with regard to the
unpaid products delivered to the customer.
2. Passimoncello invokes the right to complain by means of a written or electronic communication.
3. As soon as the customer has been informed of the invoked right of complaint, the customer must return the products where this
right pertains to, immediately return it to Passimoncello, unless the parties agree otherwise
4. The costs for the collection or return of the products will be borne by the customer.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend performance of any of these
suspend the obligation arising from the agreement.
Right of retention
1. Passimoncello can invoke its right of retention and in that case keep the customer’s products in its possession,
until the customer has paid all outstanding bills with regard to Passimoncello, unless the customer for that
has provided adequate security for costs.
2. The right of retention also applies under previous agreements from which the customer still owes payments
belongs to Passimoncello.
3. Passimoncello is never liable for any damage that the customer may suffer as a result of the
exercise its right of retention.
Unless the customer is a consumer, the customer waives his right to set off any debt owed to Passimoncello
with a claim on Passimoncello.
Retention of title
1. Passimoncello remains the owner of all delivered products until the customer has fulfilled all his obligations in full
payment obligations with regard to Passimoncello on the basis of what has been concluded with Passimoncello
contract whatsoever, including claims for failure to perform.
2. Until that time, Passimoncello can invoke its retention of title and take back the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell or dispose of the products
or otherwise object.
4. If Passimoncello invokes its retention of title, the agreement shall be deemed to have been dissolved and
Passimoncello has the right to claim damages, lost profits and interest.
1. Delivery takes place while stocks last.
2. Delivery takes place at Passimoncello, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed amounts are not paid or are not paid on time, Passimoncello has the right to
suspend obligations until the agreed part has been paid.
5. In the event of late payment, there is a default of creditors, with the result that the customer does not make a late delivery
Passimoncello may object.
1. The delivery times specified by Passimoncello are indicative and do not entitle the customer if they are exceeded
to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
2. The delivery time starts at the moment that the customer has completely completed the (electronic) order process and that
has received an (electronic) confirmation from Passimoncello.
3. Exceeding the specified delivery time does not entitle the customer to compensation, nor the right to
to dissolve the agreement, unless Passimoncello has not been notified in writing within 14 days
can deliver or the parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can be done on time
Transport costs are for the account of the customer, unless the parties have agreed otherwise.
Packing and Shipping
1. If the packaging of a delivered product is opened or damaged, the customer must
receipt, to have a note drawn up by the forwarder or delivery person, failing which
Passimoncello cannot be held liable for any damage.
2. If the customer takes care of the transport of a product himself, he must report any visible damage
products or the packaging to Passimoncello prior to transport, failing which
Passimoncello cannot be held liable for any damage.
1. If the customer only accepts ordered products later than the agreed delivery date, the risk of a
any loss of quality is entirely for the customer.
2. Any additional costs as a result of early or late purchase of products will be borne in full
from the customer.
1. The warranty with regard to products only applies to defects caused by faulty
manufacture, construction or material.
2. The warranty does not apply in the case of normal wear and tear and damage caused by accidents,
changes made to the product, negligence or improper use by the customer, as well as when the
cause of the defect cannot be clearly determined.
3. The risk of loss, damage or theft of the products that are the subject of an agreement between
parties, transfers to the customer at the time when these are legally and/or actually delivered, at least in the
power of the customer or of a third party who takes delivery of the product on behalf of the customer.
The customer indemnifies Passimoncello against all third-party claims related to the
delivered products and/or services.
1. The customer must examine a product or service provided by Passimoncello as soon as possible for
2. Does a delivered product or service not comply with what the customer reasonably expects from the agreement?
should expect, the customer must inform Passimoncello of this as soon as possible, but in any case within 1
month after discovery of the shortcomings.
3. Consumers must notify Passimoncello within 2 months after the discovery of the shortcomings thereof
4. The customer provides as detailed a description as possible of the shortcoming, so that Passimoncello can
able to respond appropriately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to
Passimoncello can be held to perform other work than has been agreed.
Notice of default
1. The customer must notify Passimoncello of any notice of default in writing.
2. It is the customer’s responsibility that a Passimoncello notice of default is actually (timely)
Joint and several liability customer
If Passimoncello enters into an agreement with several customers, each of them is jointly and severally liable for
the full amounts due to Passimoncello under that agreement.
1. Passimoncello is only liable for any damage suffered by the customer if and insofar as that damage is
caused by intent or willful recklessness.
2. If Passimoncello is liable for any damage, it is only liable for direct damage that
arises from or is related to the performance of an agreement.
3. Passimoncello is never liable for indirect damage, such as consequential damage, lost profit, lost savings
or damage to third parties.
4. If Passimoncello is liable, this liability is limited to the amount paid by a closed
(professional) liability insurance is paid out and in the absence of (full) payment by a
insurance company of the damage amount, the liability is limited to the (part of the)
invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only
indicative and are only approximate and cannot give rise to compensation and/or (partial)
dissolution of the agreement and/or suspension of any obligation.
Any right of the customer to compensation from Passimoncello expires in any case 12 months after the event
from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89
of the Civil Code.
Right to dissolution
1. The customer has the right to dissolve the agreement if Passimoncello fails imputably in the
fulfillment of its obligations, unless this shortcoming, due to its special nature or minor significance,
does not justify dissolution.
2. If the fulfillment of the obligations by Passimoncello is not permanently or temporarily impossible, dissolution
only take place after Passimoncello is in default.
3. Passimoncello has the right to dissolve the agreement with the customer, if the customer fulfills his obligations under the
does not fulfill the agreement in full or on time, or if Passimoncello has taken cognizance of
circumstances that give him good grounds to fear that the customer will not be able to fulfill his obligations properly
Force of the majority
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming on the part of Passimoncello in the
fulfillment of any obligation towards the customer cannot be attributed to Passimoncello in one of
the will of Passimoncello independent situation, allowing the fulfillment of his obligations with regard to the
customer is wholly or partially prevented or as a result of which the fulfillment of his obligations is not reasonably
of Passimoncello may be required.
2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: state of emergency (such as:
civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or
other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses,
strikes, government measures, unforeseen transport problems, bad weather conditions and
3. If a force majeure situation occurs as a result of which Passimoncello cannot fulfill 1 or more obligations towards the customer
then those obligations will be suspended until Passimoncello can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may
terminate the agreement in whole or in part in writing.
5. In a force majeure situation, Passimoncello does not owe any (damage) compensation, even if it is as a result
benefits from the force majeure situation.
Amendment of the agreement
1. If after the conclusion of the agreement for its implementation it appears necessary to change its content
or supplement, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. The previous paragraph does not apply to products purchased in a physical store.
Change of terms and conditions
1. Passimoncello is entitled to amend or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. Passimoncello will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions
Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the
the prior written consent of Passimoncello.
2. This provision applies as a stipulation with property-law effect as referred to in Section 3:83(2),
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this affects the
other provisions of these terms and conditions.
2. A provision that is null or voidable will in that case be replaced by a provision that is closest to
comes from what Passimoncello had in mind when drafting the conditions on that point.
Applicable law and competent court
1. Only Dutch law applies to every agreement between the parties.
2. The Dutch court in the district where Passimoncello is established / practices / has its office is
exclusively authorized to take cognizance of any disputes between the parties, unless otherwise required by law
Prepared on 01 October 2022.