ARTICLE 1. | DEFINITIONS 

In these general terms and conditions, the following terms, always capitalised, are used in the following sense. 

1. Deetronix: the user of these general terms and conditions, part of the private company with limited liability Dutch LED Projects B.V., established at Milton Friedmanweg 11, 1689 ZZ in Zwaag, registered in the Trade Register under KvK number 87457202. 

2. Customer: any natural or legal person with whom Deetronix has concluded or intends to conclude an Agreement. 

3. Consumer: a Customer, natural person, not acting in the exercise of a profession or business. 

4. Parties: Deetronix and the Customer jointly. 

5. Agreement: any agreement between the Parties under which Deetronix has undertaken towards the Customer to sell and deliver Products. 

6. Distance Contract: an Agreement concluded between Deetronix and a Consumer under an organised distance sales system without simultaneous personal presence of Deetronix and the Consumer and where, up to and including the moment of conclusion of the Agreement, exclusive use is made of one or more means of distance communication, such as, in the case of a Consumer Purchase concluded through the Web Shop. A Contract is thus not a Distance Contract if no organised sales system is used thereby by Deetronix, for example in the event the Consumer looks up the contact details of Deetronix on the Internet or in a telephone directory and concludes a Contract by telephone. 

7. Webshop: www.d-lighted.com then www.heating-gloves.com.  

8. Products: the items to be delivered by Deetronix to the Customer under the Agreement, which may include, but is not limited to, a variety of electrotechnical products, such as LED lighting systems, LED light line modules, connectors, fluorescent replacements and related items, as well as heated gloves. 

9. In writing: communication in writing, communication by e-mail or any other means of communication that can be equated with this in view of the state of the art and common practice. 

ARTICLE 2. | GENERAL PROVISIONS 

1. These general terms and conditions apply to any offer by Deetronix and any Agreement. 

2. The applicability of any general terms and conditions of the Customer is expressly rejected. 

3. The provisions of these general terms and conditions may only be deviated from expressly and In Writing. If and insofar as that which the Parties have expressly agreed in Writing deviates from the provisions of these general terms and conditions, that which the Parties have expressly agreed in Writing shall apply. 

4. Destruction or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining clauses. In such a case, the Parties are obliged to enter into mutual consultation in order to reach a replacement arrangement in respect of the affected clause. In doing so, the purpose and purport of the original stipulation will be observed as much as possible. 

ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT 

1. Each offer of Deetronix is non-binding. Deetronix can revoke its offer until immediately, or as soon as possible after acceptance by the Customer. If in such case, for example in the context of an order in the Web shop, payment has already been made by the Customer, Deetronix will arrange for repayment as soon as possible. 

2. Obvious errors, mistakes and slips are not binding on Deetronix. 

3. Each Agreement is concluded, notwithstanding the provisions of paragraph 1, at the moment that the offer of Deetronix, in the manner indicated by Deetronix, if any, is accepted by the Customer. If the Customer's acceptance deviates from the offer of Deetronix, the Agreement will not be concluded in accordance with this deviating acceptance, unless Deetronix indicates otherwise. 

4. If, following an Agreement concluded orally, Deetronix provides the Customer with a Written confirmation thereof, it is assumed that this confirmation accurately and completely reflects the Agreement, unless the Customer has complained about this in a reasoned and Written manner within two working days after receipt of the confirmation. 

ARTICLE 4. | RIGHT OF WITHDRAWAL FOR DISTANCE CONTRACTS  

1. The Consumer may revoke a Distance Contract up to 14 days after receipt of the Products, without giving reasons.  

2. The Consumer may revoke the Distance Contract by submitting a request to that effect to Deetronix by e-mail or by using the model withdrawal form offered by Deetronix. As soon as possible after Deetronix has been notified of the Consumer's intention to withdraw from the Distance Contract and if the conditions of this article have been met, Deetronix will confirm the dissolution of the Distance Contract by e-mail. 

3. During the period referred to in paragraph 1, the Consumer must handle the Products to be returned and their packaging with care. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The basic principle here is that the Consumer may only handle and inspect the Products as he would be allowed to do in a physical shop. 

4. If the Consumer exercises the right of withdrawal, he shall return the Products undamaged, with all delivered accessories and in their original condition and packaging to the return address specified by Deetronix. 

5. The Consumer is liable for diminished value of returned Products resulting from a manner of handling the Products beyond that permitted under paragraph 3. Deetronix is entitled to charge this depreciation to the Consumer, whether or not by setting it off against any payment already received from the Consumer. 

6. Return of the Products to be returned must take place within 14 days after the Consumer has revoked the Distance Contract in accordance with the provisions of paragraph 2. 

7. If the Consumer exercises the right of withdrawal, the costs of returning the Products shall be borne by the Consumer. 

8. Deetronix will refund any payment already received from the Consumer, minus any depreciation, to the Consumer as soon as possible, but at the latest within 14 days after withdrawal from the Distance Agreement, provided that the Products have been received back by Deetronix, or it has been demonstrated by the Consumer that the Products were actually returned. If the right of withdrawal is only applied in respect of part of the order, the delivery costs paid by the Consumer in the first instance are not eligible for reimbursement. 

ARTICLE 5. | DELIVERY OF THE PRODUCTS 

1. Delivery of the Products shall take place at the place and in the manner agreed for that purpose. In case of delivery, delivery shall take place at the delivery address provided by the Customer. 

2. Deetronix reserves the right to deliver the order in parts. In that case, the Consumer's possible cooling-off period in connection with the right of withdrawal only starts when the last partial delivery from the order is received by or on behalf of the Consumer. 

3. The risk of loss and damage to the Products shall pass to the Customer at the time the Products are received by or on behalf of the Customer. 

4. If, due to a circumstance attributable to the Customer, Deetronix incurs additional costs, for example in connection with multiple delivery attempts, these costs shall be additionally borne by the Customer. 

ARTICLE 6. | DELIVERY TERMS 

1. Any delivery terms to which Deetronix has committed itself vis-à-vis the Customer are indicative, non-fatal terms. Deetronix will not be in default until after the Customer has given Deetronix Written notice of default, in which notice of default shall specify a reasonable period for performance, and Deetronix is still in default of performance after the expiry of the latter period. 

2. Default of Deetronix entitles the Customer to dissolution of that part of the Agreement to which the default relates, but never to additional damages. 

ARTICLE 7. | INVESTIGATION AND COMPLAINTS 

1. At the moment of delivery of the Products, or at least immediately thereafter, the Customer must examine whether the nature and the quantity of the Products comply with the Agreement. If, in the opinion of the Customer, the nature and/or quantity of the Products do not comply with the Agreement, the Customer must immediately notify Deetronix thereof. 

2. Complaints relating to defects that were not reasonably visible or otherwise unknowable at the time of delivery must be submitted in writing to Deetronix within seven days after the Customer became aware of the existence of the defect, or at least could reasonably have become aware of it. 

3. Contrary to the provisions of the previous paragraphs of this article, a Consumer may no longer rely on the fact that what has been delivered in the context of a consumer purchase does not comply with the Agreement, if no complaint has been lodged with Deetronix in this respect within two months after the discovery of the defect by the Consumer. 

4. If the Customer does not complain in time and in accordance with the provisions of the previous paragraphs, no obligation arises for Deetronix from such complaint by the Customer. 

5. Even if the Customer complains on time, its obligation to pay Deetronix on time remains, except insofar as the law for the benefit of the Consumer mandatorily precludes it. 

ARTICLE 8. | WARRANTY AND CONFORMITY 

1. On Products from the range on www.d-lighted.com Deetronix provides a 60-month warranty, commencing on the date of delivery, unless expressly agreed otherwise in Writing. Warranty on other Products shall only apply if expressly agreed in Writing. The foregoing applies on the understanding that this does not affect the mandatory statutory rights and claims that Consumers may assert against Deetronix in the context of a consumer purchase (conformity). 

2. A warranty claim or claim based on non-conformity will in any case lapse if a defect in the delivered goods is the result of an external cause occurring after delivery or another circumstance not attributable to Deetronix. This includes, but is not limited to, defects arising after delivery as a result of damage, natural wear and tear, damage caused by acts of war, incorrect or injudicious treatment or installation, incorrect or injudicious use, failure to observe any user instructions or other instructions of Deetronix or the manufacturer, failure to maintain or have maintained the delivered goods properly and regularly, and making changes to the delivered goods, including repairs not carried out with the prior Written approval of Deetronix. 

ARTICLE 9. | FORCE MAJEURE 

1. Deetronix will not be obliged to fulfill any obligation under the Agreement if and as long as it is hindered to do so by a circumstance that cannot be attributed to it under the law, a legal act or generally accepted practice (force majeure). In addition to what is understood in law and jurisprudence in this respect, force majeure includes all external causes beyond the control of Deetronix, which make the (further) performance of the Agreement impossible or seriously impede it, including epidemics, pandemics, fire, measures of any government, transport restrictions, war or threat of war, violent or armed actions, breakdowns in communication links or in equipment or software of Deetronix. 

2. If and to the extent that the force majeure situation makes the performance of the Agreement permanently impossible or continues or will continue for more than three months, the Parties shall be entitled to dissolve the Agreement with immediate effect. 

3. If, when the force majeure situation arises, Deetronix has already partially fulfilled its delivery obligations, or can only partially still fulfil its delivery obligations, Deetronix is entitled to charge separately for the part already deliverable or still deliverable part of the Agreement as if it were an independent Agreement. 

4. Without prejudice to the provisions of the previous paragraph, damage caused by force majeure shall never be eligible for compensation.  

ARTICLE 10. | SUSPENSION AND TERMINATION 

1. Deetronix is entitled, if the circumstances of the case reasonably justify it, to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if the Customer fails to fulfil his obligations under the Agreement, or fails to do so on time or in full, or if after the conclusion of the Agreement circumstances come to the knowledge of Deetronix that give good reason to fear that the Customer will not fulfil his obligations. If the fulfilment of the Customer's obligations in respect of which he fails or threatens to fail is not permanently impossible, the right to dissolve the Agreement only arises after the Customer has been given notice of default in Writing by Deetronix, in which notice of default a reasonable term is stated within which the Customer can (still) fulfil his obligations and the fulfilment has still not been effected after the expiry of the last-mentioned term.  

2. If the Customer is in a state of bankruptcy, has applied for (provisional) suspension of payment, the Natural Persons Debt Rescheduling Act has been declared applicable to it, any attachment has been levied on its goods or in cases where the Customer cannot freely dispose of its assets in any other way, Deetronix is entitled to dissolve the Agreement with immediate effect. 

3. The Customer shall never claim any damages in connection with the right of suspension or dissolution exercised by Deetronix under this article. 

4. The Customer is obliged to compensate the damage suffered by Deetronix as a result of the suspension or dissolution of the Agreement.  

5. If Deetronix dissolves the Agreement under this article, all claims against the Customer shall be immediately due and payable. 

ARTICLE 11. | DELIVERY COSTS, PRICE CHANGES AND PAYMENTS 

1. Delivery costs will be borne by the Customer, unless expressly agreed otherwise in writing, on the understanding that Deetronix will deliver orders from an order amount of € 250,- and on delivery within the Netherlands, carriage paid, to Consumers and business end-users. This order amount applies to Consumers including VAT and in other cases excluding VAT. Before an Agreement with a Consumer is concluded, however, the total price will be stated, including any delivery costs. 

2. All agreed prices are based on the facts and circumstances known to Deetronix at the time Deetronix offered these prices to the Customer. If price increases of cost-determining factors occur, such as an increase in purchase prices, Deetronix will be entitled to pass on these price increases to the Customer, on the understanding that a Consumer will be entitled to dissolve the Agreement for that reason, if the price increase takes place within three months after conclusion of the Agreement and Deetronix still explicitly indicates that it does not want to fulfill the Agreement under the originally agreed price conditions. The Consumer's aforementioned right to dissolve the Agreement does not apply if the price increase is the result of increases in VAT or other government levies. 

3. In case of advance payment, Deetronix will not be obliged to (further) execute the Agreement until after the Customer has fulfilled all due and payable payment obligations towards Deetronix. According to the provisions of Article 10, in case of payment default of the Customer, Deetronix is therefore entitled to suspend the performance of the Agreement until the Customer has cleared its payment default. 

4. Payments are to be made in the manner indicated by Deetronix for that purpose and within the period indicated by Deetronix or at the time indicated by Deetronix. In case of remittance, Deetronix uses a standard payment term of 14 days after invoice date, but may deviate from this in individual cases, such as in case of a down payment and in case expressly agreed otherwise. 

5. Payment must be made without any appeal to suspension or settlement, insofar as the law does not imperatively prevent this for the benefit of the Consumer. 

6. Deetronix is entitled to make the invoices due to the Customer available to him exclusively by e-mail. 

7. If the Customer liquidates or transfers its company to a third party, is in a state of bankruptcy, has applied for (provisional) suspension of payments, the Natural Persons Debt Rescheduling Act has been declared applicable to it, any attachment has been levied on its goods, as well as in case in which the Customer cannot freely dispose of its assets in any other way, the claims against the Customer shall be immediately due and payable.  

8. If payment is not made on time, the Customer shall be in default by operation of law. From the day the Customer's default commences, the Customer shall owe interest of 2% per month on the outstanding amount, whereby a part of a month shall be regarded as a full month. Notwithstanding the previous sentence, instead of the contractual interest rate referred to there, the statutory interest rate applicable at the time of the default shall apply if the Customer is a Consumer. 

9. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Customer, shall be borne by the Customer. 

ARTICLE 12. | LIABILITY AND INDEMNIFICATION 

1. The Customer bears the damage caused by inaccuracies or incompleteness in the data provided by him, any other failure in the fulfilment of the Customer's obligations under the law or the Agreement, as well as any other circumstance that cannot be attributed to Deetronix. Damage as a result of a circumstance as referred to above, does not entitle the Customer towards Deetronix to any damages or any other compensation. 

2. When communicating between Parties remotely, Deetronix may use a chatbot that functions using artificial intelligence. Deetronix cannot guarantee that this chatbot always informs the Customer accurately and correctly. If in doubt, it is the Customer's responsibility to verify this information with Deetronix by telephone. Deetronix is not liable for the consequences of incorrect information provided by the chatbot.  

3. Deetronix will never be liable for indirect damage, including losses suffered, loss of profit and damage due to business interruption. 

4. Should Deetronix be liable for any damage, Deetronix shall at all times be entitled to repair such damage. The Customer must give Deetronix the opportunity to do so, failing which any liability of Deetronix in this respect will lapse. 

5. The liability of Deetronix is limited to repair or replacement of the Supply to which the liability of Deetronix relates, only if and insofar as the Customer claims such under article 8. If repair or replacement is not possible, the liability of Deetronix will be limited to at most the invoice value of the Agreement, at least that part of the Agreement to which the liability of Deetronix relates. 

6. Without prejudice to the expiry periods referred to in Article 7, the limitation period for all legal claims against Deetronix is one year. Notwithstanding the previous sentence, legal claims accruing to Consumers that are based on facts that would justify the assertion that a consumer purchase does not comply with the Agreement shall lapse by two years. 

7. In the case of a consumer purchase, the restrictions in this article do not extend further than permitted under Article 7:24 paragraph 2 of the Civil Code. 

8. The Customer indemnifies Deetronix against any claims of third parties who suffer damage in connection with the execution of the Agreement, the cause of which is attributable to (a) other party(ies) than Deetronix. If Deetronix should be held liable by third parties on that account, the Customer is obliged to assist Deetronix both extra-judicially and judicially, and immediately do everything that can reasonably be expected of him in that case. Should the Customer fail to take adequate measures, Deetronix will be entitled, without notice of default, to take such measures itself. All costs and damage on the part of Deetronix and third parties caused as a result, will be entirely at the expense and risk of the Customer. 

ARTICLE 13. | GENERAL COMPLAINTS POLICY 

1. Complaints submitted to Deetronix will be answered within a period of 14 days from their receipt. If a complaint requires a longer processing time, a reply will be provided within the 14-day period with an acknowledgement of receipt and an indication of when the Customer can expect a more detailed reply. 

2. If, in the context of a Distance Contract, the complaint cannot be resolved by mutual agreement, the Consumer may submit the dispute to the Disputes Committee via the ODR platform (ec.europa.eu/consumers/odr/). 

ARTICLE 14. | RETENTION OF TITLE 

1. All Products sold by Deetronix to the Customer remain its property until the Customer has duly fulfilled all its payment obligations under the relevant Agreement. 

2. The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title. 

3. If third parties seize the Products subject to retention of title, or wish to establish or enforce rights to them, the Customer shall be obliged to notify Deetronix thereof as soon as possible. 

4. The Customer gives unconditional permission to Deetronix or third parties designated by Deetronix to enter all those places where the Products subject to retention of title are located. In case of default of the Customer, Deetronix will be entitled to take back the Products referred to herein. All reasonable costs related to this will be borne by the Customer. 

5. If, after the Products have been delivered to it by Deetronix, the Customer has fulfilled its obligations, the retention of title in respect of those Products shall revive if the Customer fails to fulfil its obligations under any subsequent Agreement concluded. 

ARTICLE 15. | FINAL PROVISIONS 

1. Deetronix is entitled to transfer its rights and obligations under the Agreement to a third party. 

2. Each Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law. 

3. The parties will not resort to court until after they have made every effort to settle the dispute by mutual agreement.  

4. Only the competent court within the district of the District Court of Noord-Holland shall be designated in first instance to take cognisance of any legal disputes between the Parties, without prejudice to the right of Deetronix to designate another court competent according to the law. However, a Consumer shall be entitled to choose the court competent according to the law within one month after Deetronix has announced in Writing that it wishes to litigate before the court designated by it. 

5. If these general terms and conditions are available in several languages, the Dutch language version shall always be decisive for the interpretation of the clauses contained therein.