Estelle Shop Breda B.V. , established in (4811 ZA) BREDA at Korte Brugstraat 2, registered in the trade register of the Chamber of Commerce under number 82820643, hereinafter referred to as: 'ESTELLE'


  1. Applicability and offers
    1. These general terms and conditions (hereinafter: 'General Terms and Conditions') apply to all offers and agreements in which ESTELLE offers or supplies goods and/or services of any nature whatsoever to the client and all agreements that may result from this.
    2. The applicability of any general (purchase) conditions of the client is expressly rejected.
    3. If these General Terms and Conditions conflict with (general) terms and conditions of the client that have been declared applicable by the parties to an agreement, the provisions of these General Terms and Conditions will prevail.
    4. If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain in full force and effect.
    5. ESTELLE can always set (further) requirements for communication between parties or the performance of legal acts by email.
    6. ESTELLE reserves the right to refuse orders without stating reasons.
  2. The offer
    1. All offers from ESTELLE are without obligation, unless expressly stated otherwise in writing by ESTELLE.
    2. ESTELLE has the right to revoke an offer without obligation to the client, who has accepted it, within two (2) working days after becoming aware of that acceptance.
    3. The offer will expressly state whether the offer has a limited period of validity or is subject to conditions.
    4. The offer contains a complete and accurate description of the goods and/or services offered by ESTELLE. The description is sufficiently detailed to enable a proper assessment of the offer by the client. Obvious mistakes or errors in the offer are not binding on ESTELLE.
    5. The Client guarantees the correctness and completeness of the information provided to ESTELLE by or on behalf of it on which ESTELLE bases its offer.
  3. Formation of agreements
    1. An agreement with ESTELLE is only concluded by written confirmation thereof on its part and takes the place of quotations issued without obligation or oral agreements.
    2. Changes or additions to an agreement can only be agreed in writing between the parties.
  4. Prices and price adjustment
    1. Unless stated otherwise, all prices are exclusive of turnover tax, excise duties and any other levies imposed by the government.
    2. Government changes in taxes, excise duties, levies and the like can be passed on in the price of the products and/or services at any time after the conclusion of the agreement, but before delivery.
    3. With regard to consumers, ESTELLE reserves the right, after three (3) months after the conclusion of the agreement, but before delivery, to index the price of the products and/or services in accordance with the consumer price index, with 2015 as the base year (2015 =100). If this leads to a price increase, the consumer is entitled to dissolve the agreement in writing within ten (10) days after notification of the price increase.
    4. Insofar as possible, ESTELLE will inform the client of price changes in advance.
    5. If the client cannot agree with a price increase by ESTELLE, the client has the right to terminate the agreement with ESTELLE in writing. If the client has not terminated the agreement within thirty (30) days after ESTELLE's notification of the price increase, the client is deemed to have agreed to the price and/or rate increase.
  5. Payment
    1. Payment is made on the basis of invoices sent by ESTELLE in the currency in which the invoice was made.
    2. The client shall pay the amounts it owes within fourteen (14) days after delivery of the invoice, unless ESTELLE has deviated from this in writing in the order confirmation.
    3. ESTELLE is entitled to request full advance payment of the agreed price. When advance payment has been stipulated, the client cannot assert any rights regarding the execution of the relevant order or service(s) before the stipulated advance payment has been made.
    4. All payments made by the client will primarily serve to settle all interest and costs owed. Only then will payments be made to settle the oldest outstanding and due and payable invoices, regardless if the client states that the payment relates to a later invoice.
    5. The client is not entitled at any time to set off its payment obligation towards ESTELLE against a claim of the client against ESTELLE, for whatever reason, unless ESTELLE has given explicit written permission for this.
    6. The client is not entitled at any time to suspend its payment obligation towards ESTELLE, for whatever reason.
    7. All payment terms set by ESTELLE are deadlines. The client is in default without further notice of default in the event of late payment.
    8. ESTELLE is entitled to charge the statutory commercial interest or the statutory interest for consumer transactions from the due date of the invoice.
    9. Complaints regarding invoicing must be submitted to ESTELLE in writing no later than eight (8) calendar days after the invoice date, with a clear description of the complaint, failing which the invoice will be deemed to be correct.
  6. Delivery terms / response times
    1. All delivery terms and/or response times stated by ESTELLE have been determined to the best of our knowledge and belief on the basis of the information at the time of entering into the agreement. The delivery terms used by ESTELLE are target terms and not deadlines.
    2. ESTELLE is not bound by a (delivery) term or (delivery) date, whether or not final, that can no longer be met due to circumstances beyond its control that occurred after entering into the agreement. Nor is ESTELLE bound by a final (delivery) date or term of delivery if the parties have deviated from the content or scope of the agreement.
    3. If exceeding the aforementioned terms is unavoidable, ESTELLE will inform the client of this as soon as possible and the parties will immediately enter into consultation.
    4. The mere exceeding of a (delivery) term or (delivery) date, whether or not agreed upon by ESTELLE or agreed between the parties, does not cause ESTELLE to be in default. In all cases, therefore also in the event that the parties have expressly agreed in writing on a final (delivery) period or (delivery) date, ESTELLE will only be in default due to a time delay after the client has given ESTELLE written notice of default and has granted a reasonable period for performance of at least fourteen (14) days. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that ESTELLE is given the opportunity to respond adequately.
  7. Client cooperation
    1. If this is necessary for the implementation of the agreement, the client will cooperate, for example by timely providing useful and necessary information of quantities, place of delivery and the like.
    2. The Client is responsible for the correct application and use of the delivered products and/or services in its organization and for the correct choice for the use of these products and services for (the realization of) its company (objectives) as well as for the security of individuals and their data.
    3. If data, materials and/or cooperation necessary for the execution of the agreement are not available to ESTELLE or not in time in accordance with the agreements, ESTELLE has the right to suspend the execution in whole or in part, as well as to charge the client extra costs in accordance with the applicable rates. to charge.
    4. If employees of ESTELLE or third parties engaged by ESTELLE perform work at the location of the client, the client will provide the facilities reasonably desired by those employees or third parties engaged by those employees free of charge. The workspace and facilities will comply with all applicable (legal) requirements and regulations regarding working conditions. The client indemnifies ESTELLE against claims from third parties, including employees of ESTELLE or third parties engaged by ESTELLE, who suffer damage in connection with the execution of the agreement as a result of acts or omissions on the part of the client or unsafe situations in its organisation. The client will inform the employees of ESTELLE or third parties engaged by ESTELLE in a timely manner of the house and security rules that apply within its organization.
  8. Engagement of third parties
    1. ESTELLE has the right to engage third parties for the implementation of an agreement.
    2. If and insofar as ESTELLE makes goods or services of third parties available to the client, the terms and conditions of those third parties will apply, overriding the provisions of these General Terms and Conditions. The Client accepts the aforementioned conditions of third parties. ESTELLE will send these terms and conditions on first request. If and insofar as the aforementioned conditions of third parties are deemed not to apply to the relationship between the client and ESTELLE for whatever reason, are declared inapplicable or in the event of a conflict, the provisions of these General Terms and Conditions apply in full.
  9. Warranty
    1. ESTELLE cannot guarantee that the goods and/or services it supplies will function without restrictions at all times, partly due to necessary maintenance, shelf life and specific application. ESTELLE strives to remedy limitations as soon as possible and to keep any inconvenience to the client as limited as possible.
    2. If visible defects in the packaging or shortcomings are found, the client must report these visible defects or shortcomings to ESTELLE immediately upon delivery by telephone and subsequently in writing within a maximum of five (5) working days after delivery.
    3. Invisible defects in delivered goods must be reported to ESTELLE by telephone immediately after discovery and subsequently confirmed in writing within seven (7) days, on the understanding that such defects must be reported to ESTELLE within thirty (30) days after delivery to the customer.
    4. After the discovery of any defect, the client is obliged to immediately stop using the product in question and to do everything reasonably possible to prevent (further) damage.
    5. If a defect is reported later, the client will no longer be entitled to repair, replacement or compensation, unless a longer period ensues from the nature of the product or the other circumstances of the case.
    6. If it is established that a product is defective and a complaint has been made in this respect in a timely manner, ESTELLE will send the defective product within a reasonable period of time after its return or, if return is not reasonably possible, written notification of the defect by the client, at the option of ESTELLE, replace or arrange for its repair or pay replacement compensation for this to the client. In the event of replacement, the client is obliged to return the product to be replaced to ESTELLE and to transfer ownership thereof to ESTELLE, unless ESTELLE indicates otherwise.
    7. If it turns out that the client has wrongly made a claim under the guarantee, all research and additional costs will be for his/her account.
    8. Products manufactured by ESTELLE are warranted by ESTELLE for thirty (30) days from the date of acceptance.
    9. Any form of guarantee will lapse if a defect has arisen as a result of or arises from improper or improper use thereof.
    10. Submitting a complaint/complaint never releases the client from its payment obligations towards ESTELLE described elsewhere in these terms and conditions.
    11. Work and costs of repair outside the scope of this warranty will be charged by ESTELLE in accordance with the usual rates.
  10. Intellectual property rights
    1. The copyright as well as all other intellectual and industrial property rights to all goods, results of services, as well as database rights, which have been or will be provided/delivered to the client, or made available by ESTELLE, are vested exclusively in ESTELLE or its suppliers.
    2. The client is not permitted to remove or change any indication regarding the confidential nature or regarding copyrights, brands, trade names, database rights or (other) rights of (intellectual) property.
    3. ESTELLE remains at all times entitled to use knowledge, techniques, ideas and materials, parts, general principles, designs, documentation, works, programming languages and the like, collected and developed for and/or applied in products or services delivered to the client, also after the relevant delivery. to be used and freely available.
    4. This obligation to indemnify expires if the alleged infringement is related (i) to databases, software or materials made available to ESTELLE by the client for use, processing, processing or incorporation, or (ii) to changes that the client makes in the software, , website, data files, equipment or other materials or has installed them by third parties.
  11. Force majeur
    1. Neither party is obliged to fulfill any obligation if he/she is prevented from doing so as a result of force majeure. Force majeure also includes force majeure of suppliers of ESTELLE, the failure to properly fulfill obligations of suppliers of ESTELLE as well as defects in goods, materials, software of third parties used for the implementation of an agreement.
    2. If a force majeure situation has lasted longer than ninety (90) days, the parties have the right to terminate the agreement by written dissolution. In that case, what has already been performed under the agreement will be settled pro rata, without the parties owing each other anything afterwards.
  12. Liability and Indemnification
    1. ESTELLE accepts liability only insofar as this appears from this article.
    2. The total liability of ESTELLE due to attributable shortcoming in the fulfillment of an agreement is limited to compensation for direct damage up to the amount of the price stipulated for that agreement (excluding turnover tax). If the agreement is mainly a continuing performance agreement with a term of more than one (1) year, the price stipulated for the agreement is set at the total of the fees (excluding sales tax) stipulated for one (1) year. However, in no case will the total compensation for damage exceed € 10,000.00 (ten thousand euros and zero euro cents).
    3. Direct damage is exclusively understood to mean:
      1. reasonable costs that the client would have to incur to ensure that ESTELLE's performance complies with the agreement. However, this replacement damage will not be compensated if the agreement is dissolved by or at the request of the client;
      2. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions;
      3. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage within the meaning of these terms and conditions.
    4. Without prejudice to the provisions of Article 12.2, ESTELLE is only liable for damage if the client has reported the damage specified and motivated in writing within ten (10) days after the damage arose. The provisions of this article 12.4 only apply between ESTELLE and the client if and insofar as the client's appeal to the regulation referred to in article 12.3 is not honored at law.
    5. Liability of ESTELLE for indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the client, damage related to the use of goods prescribed by the client to ESTELLE, third-party materials, damage related to the engagement of suppliers prescribed by the client to ESTELLE and all forms of damage other than those referred to in Articles 12.3 and 12.5, for whatever reason, are excluded.
    6. The liability of ESTELLE due to an attributable shortcoming in the fulfillment of an agreement arises in all cases only if the client gives ESTELLE immediate and proper written notice of default, whereby a reasonable period is set for remedying the shortcoming, and ESTELLE is also attributably short after that period. fails to fulfill its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that ESTELLE is able to respond adequately.
    7. A condition for the existence of any right to compensation is always that the client reports the damage to ESTELLE in writing as soon as possible after it has arisen. Any claim for compensation against ESTELLE expires by the mere lapse of twenty-four (24) months after the claim arose.
    8. The client indemnifies ESTELLE against all damage resulting from claims from third parties, related to products and services supplied by ESTELLE, including: claims from third parties, as a result of damage resulting from acts or omissions of the client at the time of the execution of the agreement or other causes attributable to the client.
    9. When products are delivered in which raw materials that appear on the list of drug precursors are processed, ESTELLE always requires an end user statement from the client. In case of a deviating order, ESTELLE has a duty to report to the appropriate authorities. The client indemnifies ESTELLE against any claim from third parties and/or government authorities when it uses the supplied raw materials and/or products for improper and/or illegal purposes.
  13. Confidentiality and Privacy
    1. ESTELLE and the client are bound by a duty of confidentiality and will therefore take all possible precautions with regard to all company information of a confidential nature, including any recipes supplied or made available by ESTELLE. Confidential is that information that is explicitly labeled as such, as well as all information of which the confidential nature can reasonably be suspected.
    2. The client undertakes to keep the information secret, not to disclose it to third parties or to allow it to be used and to use it only for the purpose for which it was made available to him, under penalty of an immediately due and payable fine of € 1,000.00 ( in words: one thousand euros and zero euro cents) for each violation and in addition an amount of € 500.00 (in words: five hundred euros and zero euro cents) for each day that the violation continues.
    3. ESTELLE complies with its obligations under the legislation regarding the processing of personal data. ESTELLE will ensure appropriate technical and organizational measures to protect (personal) data against loss or against any form of unlawful processing.
    4. The Client guarantees that all legal regulations regarding the collection and processing of personal data, including the regulations laid down by or pursuant to the General Data Protection Regulation, are strictly observed and that all prescribed registrations have been made and all required permissions for the processing of personal data have been obtained. personal data has been obtained. The Client will immediately provide ESTELLE with all requested information in writing.
    5. The Client indemnifies ESTELLE against all claims from third parties that may be brought against ESTELLE due to a violation of the General Data Protection Regulation and/or other legislation regarding the processing of personal data that cannot be attributed to ESTELLE.
    6. The Client indemnifies ESTELLE against all claims from third parties, including government institutions, that may be brought against ESTELLE due to violation of legislation regarding statutory retention periods.
  14. Retention of Ownership
    1. All products to be delivered and delivered by ESTELLE remain the property of ESTELLE under all circumstances, as long as the client has any claim from ESTELLE, including in any case the purchase price, extrajudicial costs, interest, fines and any other claims as referred to in Article 3:92, paragraph 2. BW, has not complied.
    2. The client is obliged to store the products delivered under retention of title with due care and as recognizable property of ESTELLE.
    3. The client is not authorized to pledge the products delivered under retention of title to third parties, to encumber them in any other way or to transfer them in whole or in part, except insofar as the transfer takes place in the course of the usual business activities of the client, as long as the ownership thereof has not been transferred to it.
    4. If the client fails to fulfill its payment obligations towards ESTELLE or if ESTELLE has good reason to fear that the client will fail to meet those obligations, ESTELLE is entitled to take back the goods delivered under retention of title. The Client will cooperate and grant ESTELLE free access at all times to its sites and/or buildings to inspect the goods and/or to exercise ESTELLE's rights. After repossession, the client will be credited for the market value, which can in no case be higher than the original price that the client agreed with ESTELLE, less the costs arising for ESTELLE from the repossession.
  15. Duration and Dissolution
    1. If an agreement relates to the periodic or regular provision of services and/or products, the agreement will be entered into for the term agreed between the parties, failing which a term of one (1) year will apply. The duration of the agreement is tacitly extended each time for the duration of the original period, unless the client or ESTELLE terminate the agreement in writing with due observance of a notice period of sixty (60) days before the end of the relevant period. Termination takes place by registered letter to the other party.
    2. ESTELLE has the right to dissolve the agreement with immediate effect by written notice without prior written notice of default if:
      1. the client imputably fails in the fulfillment of any obligation resting on it and is in default in this respect;
      2. the client has used what was delivered or made available by ESTELLE in violation of the applicable rights of use or restrictions on use and/or has violated any intellectual property right with regard to what has been delivered or made available;
      3. the client is granted suspension of payment, or suspension of payment is requested;
      4. the client is declared bankrupt;
      5. a request for application of a debt rescheduling scheme is submitted for the client;
      6. the client is placed under guardianship or administration;
      7. the client ceases or otherwise liquidates its business operations in whole or in part.
    3. ESTELLE has the right to terminate an agreement immediately by written notice if:
      1. it discontinues the delivery of any delivered products;
      2. the control rights in the company of the client are wholly or partly transferred to a third party.
    4. In the event of termination of the agreement, all payments owed by the client to ESTELLE are immediately due and payable.
    5. If the client has already received performances for the implementation of the agreement at the time of the dissolution, these performances and the related payment obligation will not be subject to cancellation, unless the client proves that ESTELLE is in default with regard to those performances. Amounts that ESTELLE has invoiced before the dissolution in connection with what it has already properly performed or delivered for the performance of the agreement, remain due in full with due observance of the provisions of the previous sentence and become immediately due and payable at the time of dissolution.
    6. Due to termination of the agreement pursuant to Article 15.2, ESTELLE is never obliged to pay any compensation or payment towards the client, without prejudice to ESTELLE's right to full compensation from the client due to violation of its obligations as referred to above and without prejudice to any other rights accruing to ESTELLE.
  16. Transfer of rights and obligations
    1. The Client is not entitled to transfer its rights and obligations arising from the agreement to third parties without the prior written consent of ESTELLE.
    2. ESTELLE reserves the right to transfer rights and obligations under an agreement in whole or in part to a third party without the prior consent of the client. At ESTELLE's first request, the client is obliged to provide all cooperation deemed necessary by ESTELLE for the transfer.
  17. Buy at a distance
    1. A distance contract is an agreement that is concluded between ESTELLE and the client in the context of an organized system for the distance sale of products, whereby exclusive or partial use is made of one or more communication techniques up to and including the conclusion of the contract. at a distance.
  18. Right of withdrawal
    1. The consumer can dissolve the distance contract for the delivery of one or more products during a cooling-off period of fourteen (14) days without giving reasons. ESTELLE may ask the client about the reason for the withdrawal, but may not oblige the client to state the reason(s).
    2. The fourteen (14) days reflection period starts on the day after the consumer, or a third party designated in advance by the consumer, has received one or more products.
    3. Product(s) made according to consumer specifications, which are not prefabricated and which are made on the basis of an individual choice, decision or specification of the consumer, or which are clearly intended for a specific person (personal in nature) and product (and) which cannot be returned due to their nature are excluded from the right of withdrawal.
  19. Obligations of the consumer during the reflection period
    1. During the cooling-off period, the consumer will handle the product and the packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The starting point here is that the consumer may only handle and inspect the product as he would be allowed to do in a shop.
    2. The consumer is only liable for depreciation of the product that is the result of a way of handling the product that goes beyond what is permitted in paragraph 1.
  20. Exercise of the right of withdrawal by the consumer and costs thereof
    1. If the consumer makes use of his right of withdrawal, he must report this to ESTELLE within the cooling-off period by means of the model withdrawal form or in another unambiguous manner.
    2. As soon as possible, but within fourteen (14) days from the day following the notification referred to in paragraph 1, the consumer shall return the product or hand it over to (an authorized representative of) ESTELLE. This is not necessary if ESTELLE has offered to collect the product itself. The consumer has in any case observed the return period if he returns the product before the cooling-off period has expired.
    3. The consumer returns the product with all accessories supplied, if reasonably possible in the original condition and packaging, and in accordance with the reasonable and clear instructions provided by ESTELLE.
    4. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lie with the consumer.
    5. The consumer bears the direct costs of returning the product, unless otherwise agreed.
    6. ESTELLE will reimburse all payments already made by the consumer, including any delivery costs and excluding direct costs of returning the product as referred to in paragraph 5, immediately but within fourteen (14) days following the day on which the consumer notifies ESTELLE of the withdrawal. Unless ESTELLE offers to collect the product himself, he may wait with paying back until he has received the product or the consumer demonstrates that he has returned the product, whichever is the earlier.
    7. ESTELLE uses the same means of payment for the refund as that used by the consumer, unless the consumer agrees to another method.
  21. Other provisions
    1. If one or more provisions in an agreement between ESTELLE and the client and/or these General Terms and Conditions are void or voidable, this will not affect the validity of the agreement, the General Terms and Conditions or any other provisions therein.
    2. All costs that ESTELLE must incur to maintain or exercise rights against the client under the agreement and/or the General Terms and Conditions, both judicially and extrajudicially, are at the expense of the client.
    3. Changes or additions to an agreement can only be agreed in writing between the parties.
    4. These Terms and Conditions are deemed to be severable and if any part of them should be invalid or otherwise ineffective for any reason, the remainder of these terms and conditions will remain in full force and effect. The invalid part of these terms and conditions is deemed to have been replaced by provisions that have the same effect as the invalid part as far as possible and permitted.
  22. Applicable law and disputes
    1. Dutch law applies exclusively to all offers from and agreements with ESTELLE. The applicability of the Vienna Sales Convention is excluded.
    2. Disputes that may arise between ESTELLE and the client as a result of an agreement concluded between ESTELLE and the client, or as a result of third agreements resulting therefrom, will be settled by the competent court in the district of Zeeland West Brabant location Breda, unless otherwise stipulated by mandatory law.