Benel Terms and Conditions

Delivery Terms for Entrepreneurs and Consumers

Table of Contents:
Article 1 – Definitions
Article 2 – Identity of the Entrepreneur
Article 3 – Applicability
Article 4 – The Offer
Article 5 – The Agreement
Article 6 – Right of Withdrawal
Article 7 – Costs in Case of Withdrawal
Article 8 – Exclusion of the Right of Withdrawal
Article 9 – The Price
Article 10 – Conformity and Warranty
Article 11 – Delivery and Performance
Article 12 – Regulations and Restrictions Concerning (Re-)Export
Article 13 – Continuing Performance Contracts
Article 14 – Payment
Article 15 – Complaints Procedure
Article 16 – Disputes
Article 17 – Additional or Deviating Provisions

Article 1 – Definitions

In these terms and conditions, the following definitions apply:
1. Cooling-off period: the period within which the consumer may exercise their right of withdrawal;
2. Consumer: the natural person who is not acting for purposes related to their trade, business, craft, or profession and enters into a distance contract with the entrepreneur;
3. Entrepreneur: the business customer acting in the course of a trade or profession and entering into a distance contract with Benèl BV (hereinafter referred to as: Benel);
4. Day: calendar day;
5. Continuing performance contract: a distance contract concerning a series of products and/or services, for which the delivery and/or purchase obligation is spread over time;
6. Durable data carrier: any tool that enables the consumer or entrepreneur to store information directed personally to them in a way that allows future consultation and unchanged reproduction of the stored information;
7. Right of withdrawal: the consumer’s possibility to withdraw from the distance contract within the cooling-off period;
8. Entrepreneur: the business customer of Benel or legal entity offering products and/or services remotely to consumers;
9. Distance contract: a contract concluded in the context of an organized system by the entrepreneur for distance selling of products and/or services, whereby one or more means of distance communication are used exclusively until the contract is concluded;
10. Means of distance communication: any means that can be used to conclude a contract without the consumer and entrepreneur being in the same place at the same time.

Article 2 – Identity of the Entrepreneur

Benel B.V.
Visiting address: Buitenvaart 1127a, 7905SE, Hoogeveen
Postal address: Buitenvaart 1127a, 7905SE, Hoogeveen
Telephone number: +31 528 234828
Website: www.benel.nl
Email: info@benel.nl
Chamber of Commerce number: 50035673
VAT identification number: 822507523B01
Availability:
Monday to Friday from 8:00 AM to 5:00 PM, except on (national) holidays

Benel was founded in 1990 as an importer and wholesaler of optical and photo studio products. Benel supplies wholesale to resellers, retailers, online resellers, and entrepreneurs professionally involved in photography or optics.

Article 3 – Applicability

1. These general terms and conditions apply to every offer from the entrepreneur and to every distance contract concluded between the entrepreneur and the consumer.
2. Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, the entrepreneur will indicate before the distance contract is concluded how the general terms and conditions can be inspected and that they will be sent free of charge to the consumer upon request.
3. If the distance contract is concluded electronically, the text of these general terms and conditions may be made available to the consumer electronically, in deviation from the previous paragraph and before the distance contract is concluded, in such a way that it can be easily stored by the consumer on a durable data carrier. If this is not reasonably possible, it will be indicated where the general terms and conditions can be consulted electronically and that they will be sent free of charge, electronically or otherwise, at the consumer’s request.
4. In the event that, in addition to these general terms and conditions, specific product or service terms apply, paragraphs 2 and 3 apply accordingly, and the consumer may always invoke the applicable provision that is most favorable to them in the event of conflicting conditions.

Article 4 – The Offer

1. If an offer has a limited validity or is subject to conditions, this will be explicitly stated in the offer.
2. The offer contains a complete and accurate description of the offered products and/or services. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a truthful representation of the offered products and/or services. Obvious mistakes or errors in the offer do not bind the entrepreneur.
3. Each offer contains information that clearly indicates to the consumer what rights and obligations are attached to accepting the offer. This includes, in particular:
• the price including taxes;
• any delivery costs;
• the way in which the agreement will be concluded and which actions are necessary for this;
• whether or not the right of withdrawal applies;
• the method of payment, delivery, and execution of the agreement;
• the term for acceptance of the offer or the period during which the entrepreneur guarantees the price;
• the rate for distance communication if the costs of using the distance communication technique are calculated on a basis other than the regular basic rate for the communication medium used;
• whether the agreement will be archived after it is concluded, and if so, how it can be accessed by the consumer;
• the way the consumer can check and, if desired, correct the information they have provided before concluding the agreement;
• the languages, besides Dutch, in which the agreement can be concluded;
• the codes of conduct to which the entrepreneur has committed and how the consumer can consult these codes of conduct electronically; and
• the minimum duration of the distance contract in the event of a continuing performance contract.

Article 5 - The Agreement

 1. The agreement is concluded, subject to the provisions of paragraph 4, at the moment the consumer accepts the offer and meets the associated conditions.
2. If the consumer has accepted the offer electronically, the entrepreneur shall immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer may dissolve the agreement.
3. If the agreement is concluded electronically, the entrepreneur shall implement appropriate technical and organizational measures to secure the electronic transmission of data and ensure a secure web environment. If the consumer can pay electronically, the entrepreneur shall observe appropriate security measures for this purpose.
4. The entrepreneur may, within legal boundaries, inquire whether the consumer can meet his payment obligations, as well as all those facts and factors relevant to responsibly concluding the distance agreement. If the entrepreneur, based on this investigation, has good reason not to enter into the agreement, he is entitled to refuse an order or request, stating reasons, or to attach special conditions to the execution.
5. The entrepreneur shall send the following information to the consumer with the product or service, either in writing or in a manner that allows the consumer to store it accessibly on a durable data carrier:
• the physical address of the entrepreneur's establishment where the consumer can lodge complaints;
• the conditions and the manner in which the consumer may exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
• information on warranties and existing after-sales service;
• the data referred to in Article 4 paragraph 3 of these conditions, unless the entrepreneur has already provided this data to the consumer prior to the execution of the agreement;
• the requirements for terminating the agreement if the agreement has a duration of more than one year or is of indefinite duration.
• In the case of a continuing performance contract, the provision in the previous sentence applies only to the first delivery.

 Article 6 - Right of Withdrawal

1. When purchasing products online, the consumer has the right to dissolve the agreement without stating reasons within 14 calendar days. This reflection period starts on the day after receiving the product. The day of receipt counts as day 0.
a: Entrepreneurs/business customers are excluded from the right of return or exchange without stating reasons. In certain exceptional cases, return rights may apply upon consultation; see Article 17. Only in the case of a DOA (dead on arrival or defective product upon receipt) will the shipping costs charged by us be credited to the business customer. When returning products (including in case of DOA), always use the original packaging.
2. During the reflection period, the consumer shall handle the product and packaging with care. He shall only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he shall return the product with all delivered accessories and - if reasonably possible - in the original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur.
3. For the delivery of services, the consumer has the right to dissolve the agreement without stating reasons for up to fourteen calendar days, starting on the day the agreement is concluded. The day of agreement counts as day 0.
4. To exercise the right of withdrawal, the consumer shall follow the reasonable and clear instructions provided by the entrepreneur at the time of the offer or at the latest upon delivery.

Article 7 - Costs in Case of Withdrawal

1. If the consumer exercises the right of withdrawal, he shall bear no more than the cost of returning the goods.
2. If the consumer has paid an amount, the entrepreneur shall refund this amount as soon as possible, but no later than 30 days after receipt of the return or withdrawal notice.

Article 8 - Exclusion of the Right of Withdrawal 

1. Benel may exclude the consumer's right of withdrawal insofar as provided in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if the entrepreneur clearly stated this in the offer, or at least in good time before concluding the agreement.
2. Exclusion of the right of withdrawal is only possible for products:
• that have been produced according to consumer specifications;
• that are clearly personal in nature;
• that cannot be returned due to their nature;
• that spoil or age quickly;
• whose price is subject to fluctuations in the financial market beyond the entrepreneur’s control;
• single issues of newspapers and magazines;
• audio and video recordings and computer software where the consumer has broken the seal.
3. Exclusion of the right of withdrawal is only possible for services:
• related to accommodation, transport, catering or leisure activities to be carried out on a specific date or during a specific period;
• where delivery has started with the consumer's explicit consent before the reflection period has ended;
• related to betting and lotteries.

Article 9 - The Price

1. During the validity period stated in the offer, the prices of the offered products and/or services shall not be increased, except for price changes due to changes in VAT rates.
2. In deviation from the previous paragraph, the entrepreneur may offer products or services with variable prices, if these are subject to fluctuations in the financial market beyond the entrepreneur’s control. This link to fluctuations and the fact that any stated prices are target prices will be stated in the offer.
3. Price increases within 3 months after the agreement is concluded are only permitted if they are the result of legal regulations or provisions.
4. Price increases from 3 months after the agreement is concluded are only permitted if agreed upon and:
• they are the result of legal regulations or provisions; or
• the consumer has the right to terminate the agreement from the day the price increase takes effect.
5. The prices mentioned in the offer of products or services on our website are suggested retail prices including 21% VAT. After logging into our dealer portal, your purchase prices excluding VAT will be displayed.

Article 10 - Conformity and Warranty

1. The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, reasonable requirements of soundness and/or usability, and the existing legal provisions and/or government regulations on the date of the agreement. If agreed, the entrepreneur also guarantees that the product is suitable for use other than normal use.
2. A guarantee provided by the entrepreneur, manufacturer or importer does not affect the legal rights and claims the consumer may assert under the agreement against the entrepreneur.
3. Exception: batteries, rechargeable batteries, and (spare) lamps are excluded from manufacturer’s warranty, unless the product is defective upon delivery. Benel provides a 6-month warranty on these items.
4. When an item outside the legal warranty period is offered to Benel for repair, Benel provides a 3-month warranty on the repaired item.

Article 11 - Delivery and Execution

1. The entrepreneur shall exercise the greatest possible care when receiving and executing orders for products and when assessing requests for the provision of services.
2. The place of delivery is the address the consumer has made known to the company.
3. With due observance of what is stated in Article 4 of these general conditions, the company shall execute accepted orders promptly but at the latest within 30 days, unless a longer delivery period has been agreed. If delivery is delayed, or if an order cannot be carried out or only partially, the consumer shall be informed within 30 days after placing the order. In that case, the consumer has the right to dissolve the agreement free of charge and the right to any compensation.
4. In case of dissolution in accordance with the previous paragraph, the entrepreneur shall refund the amount paid by the consumer as soon as possible, but no later than 30 days after dissolution.
5. If delivery of an ordered product turns out to be impossible, the entrepreneur shall make an effort to make a replacement item available. At the latest at the time of delivery, it shall be clearly and comprehensibly stated that a replacement item is being delivered. For replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment are at the entrepreneur’s expense.
6. The risk of damage and/or loss of products lies with the entrepreneur until the moment of delivery to the consumer or a pre-designated representative made known to the entrepreneur, unless expressly agreed otherwise.
7. If the customer's order involves installation and/or assembly, Benel or its staff shall not be liable for any damage arising from or during the installation or assembly.

Article 12 - Regulations and Restrictions Regarding (Re-)Export

1. For all products supplied by Benel, export or re-export to EU/OFAC-sanctioned countries and EU/OFAC-sanctioned parties is strictly prohibited.
1.1. These countries and regions are explicitly listed on every Benel invoice.
1.2. Since sanctioned countries and/or parties are subject to change, the most current legislation always applies, even if it differs from what is explicitly stated on each invoice.
2. For all products supplied by Benel, export or re-export for military end-use or to military end-users is prohibited, unless an (export) license has been obtained.
3. Based on product classification, additional laws and regulations may apply to certain product (groups):
3.1. To export, re-export, or transfer goods falling under the dual-use regulation outside the EU, a license is required.
3.2. To export, re-export, or transfer goods falling under the ML regulation to countries other than the Netherlands, Belgium, and Luxembourg, a license is required.
3.3. Where additional restrictions or regulations apply based on the legislation of the country of origin of the product, the buyer must comply with both the DU/ML regulations and the additional legislation.
3.4. For products to which the above applies, this is explicitly stated in the Benel product descriptions to inform the buyer prior to purchase and delivery.
4. Every business and private customer of Benel must comply with the above laws and regulations.
5. Although Benel aims to fulfill its duty to inform and responsibilities regarding compliance to the best of its ability, Benel is not responsible for customers’ correct adherence to the laws and regulations.

Article 13 - Continuing Performance Contracts

1. The consumer may terminate an agreement entered into for an indefinite period at any time, observing the applicable termination rules and a notice period of no more than one month.
2. An agreement entered into for a definite period has a maximum term of two years. If it has been agreed that the distance contract will be extended tacitly, the agreement shall continue as one of indefinite duration, and the notice period after continuation shall be no more than one month.

Article 14 - Payment

1. Unless otherwise agreed, amounts owed by the consumer must be paid within 14 days after the start of the reflection period as referred to in Article 6 paragraph 1. In the case of a service agreement, this period starts after the consumer has received the confirmation of the agreement.
2. When selling products to consumers, a prepayment of more than 50% may never be stipulated in the general terms and conditions. If prepayment is stipulated, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) before the stipulated prepayment has been made.
3. The consumer is obliged to report any inaccuracies in provided or stated payment details to the entrepreneur without delay.
4. In case of default by the consumer, the entrepreneur has the right, subject to legal restrictions, to charge the consumer reasonable costs that have been made known in advance.

Article 15 - Complaints Procedure

1. The entrepreneur has a sufficiently publicized complaints procedure and handles complaints in accordance with this procedure.
2. Complaints regarding the execution of the agreement must be submitted to the entrepreneur within a reasonable time after the consumer has discovered the defects, fully and clearly described.
3. Complaints submitted to the entrepreneur will be answered within 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will reply within 14 days with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed response.
4. If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to the dispute resolution procedure.

Article 16 - Disputes

1. Agreements between Benel and the entrepreneur and/or the consumer to which these general terms and conditions apply are exclusively governed by Dutch law.

Article 17 - Additional or Deviating Provisions

1. Entrepreneurs/business customers are excluded from the right of return. If such a customer still wishes to invoke the right of return, they must first notify Benel. If Benel grants permission to return a product, an RMA will be issued. This stands for “Returned Merchandise Authorization” and implies the entrepreneur has permission to make use of the return right. The entrepreneur must provide a completed RMA form to Benel.
2. Benel charges a minimum handling fee of €10 per product. Benel never credits the invoiced shipping or dropshipping costs if these were applicable.
3. Additional or deviating provisions from these general terms and conditions must not be detrimental to the consumer and must be laid down in writing or in such a way that the consumer can store them in an accessible manner on a durable data carrier.

TERMS OF DELIVERY

1: APPLICABILITY

1.1 These General Terms and Conditions apply to all B2B agreements concluded with our company (hereinafter: Benel), as well as to all offers and quotations. Individually agreed written clauses prevail over these General Terms and Conditions in case they deviate from or supplement them. The General Terms and Conditions remain otherwise fully applicable.
1.2 The applicability of general terms and conditions of contracting parties is not accepted by us unless explicitly agreed in writing.

2: OFFERS

2.1 Price quotations and offers are without obligation: an offer is based on current daily prices. If these prices increase, we are entitled to pass these on to the client until the time of invoicing. The exchange rate of foreign currencies applicable at the time of invoicing shall apply. In the event of such price increases, Benel will immediately notify the client in writing, who then has the right to dissolve the agreement within one week of notification, returning any materials already provided, which must be in undamaged packaging and condition.
2.2 Purchase agreements or other agreements concluded by our representatives or intermediaries are only binding after our written confirmation, or if such confirmation is omitted, after a period of one week if we have clearly accepted the agreement through silence or actual actions, such as delivery of materials and/or products. All verbal and written offers from Benel are considered invitations to place an order.

3: DELIVERY TIMES / DELIVERY

3.1 Indicated delivery times are never considered deadlines unless explicitly agreed otherwise. In case of late delivery, Benel must be notified in writing, granting a period of at least six weeks to still perform.
3.2 Deliveries over €75 excl. VAT net invoice value within the Netherlands are free of charge; below this amount, Benel may charge €5 excl. VAT. Exceptions apply for long packages with additional surcharges.
3.3 Benel is never liable for any damage, including consequential damage, caused by delivery delays.
3.4 If the entrepreneur fails to accept the products, all resulting costs shall be at their expense. Such refusal also gives Benel the right to dissolve the agreement in whole or in part and/or claim damages.
3.5 Delivery is deemed to have taken place:
a. If the product is picked up by or on behalf of the client: upon receipt of the product.
b. If the product is shipped, whether or not through a professional carrier: upon transfer to the carrier.
c. When the client receives and signs for the product from the carrier, the client also confirms the package is externally undamaged.
3.6 Acceptance of delivery implies agreement with these terms and order confirmation.
3.7 If delivery is impossible due to circumstances for which Benel is not liable, Benel is deemed to have fulfilled its obligation by making the product available to the client, provided the client is informed within 3 working days of the product being ready for shipment.
3.8 If Benel, under a legal obligation, including European regulations, is required to recall delivered or to-be-delivered products, the client is obliged to cooperate fully without any compensation. The agreement shall then be considered dissolved.

4: PAYMENTS

4.1 Unless otherwise indicated, all prices are ex-warehouse, excluding VAT. All our invoices must be paid within thirty days of dispatch unless otherwise agreed in writing. If payment is overdue, the client is immediately in default and shall owe default interest equal to the statutory commercial interest plus 2%, without prejudice to other statutory consequences. Furthermore, the client shall bear all costs related to collection of the overdue amount, including extrajudicial costs based on the “Voorwerk II” report, and full legal costs, even if the awarded legal costs are lower than the actual costs incurred.
4.2 The client is not entitled to suspend payment or offset (part of) the purchase price, even if Benel has the right to suspend its obligations, including warranty obligations.
4.3 Payments made by clients shall always be applied first to interest and costs due, then to the oldest outstanding invoices, even if the client states the payment relates to a newer invoice.

5: LIABILITY / WARRANTY

5.1 If the quality of the products does not meet what the client may reasonably expect under the agreement and this is attributable to Benel, the client is only entitled to replacement or repair of materials—if reasonably feasible—or a refund of the purchase price, at Benel’s discretion. This only applies if the client has complied with the reporting obligation under Article 5.6.
5.2 Notwithstanding the warranty provided in 5.1, Benel explicitly excludes any liability for all damages, including direct, indirect, consequential, or business damages, except for damage caused by intent or gross negligence on the part of Benel. If Benel is liable, its liability shall never exceed the invoice value of the performance, and shall never exceed the amount for which it is insured.
5.3 The client indemnifies Benel against all claims under product liability law or similar foreign laws based on the EU product liability directive, unless final court judgment determines gross negligence or intent on Benel’s part, in which case the recourse arrangement of Article 6:102 BW applies.
5.4 The client indemnifies Benel for all claims due to infringement of intellectual or industrial property rights, unless gross negligence or intent by Benel is determined by final court judgment. The client must notify Benel of any potential infringement within 5 working days of becoming aware.
5.5 The warranty mentioned in paragraph 1 applies for 24 months from the date of delivery, upon presentation of the relevant Benel invoice, except for batteries, lamps, chemical, light-sensitive and magnetic products.
5.6 The client is obliged to handle delivered products properly and avoid harmful conditions. They must inspect the products for visible defects within 8 days of delivery and notify Benel immediately. Any damage reported after this period is presumed to be caused by the client.
5.7 Ordered items are supplied in available wholesale packaging. Slight deviations in size, weight, quantity, color, etc. customary in the industry are not considered shortcomings. No warranty claims can be made in such cases.
5.8 Complaints do not suspend the client's payment obligation.
5.9 Benel is never liable for damage caused by third parties engaged by Benel or by intent/gross negligence of non-managerial staff.

6: FORCE MAJEURE

6.1 Force majeure includes any non-attributable cause making it wholly or partially impossible to fulfill the agreement. This includes strikes, lockouts, fire, supply blockages, machine failures, unavailability of transport, and any other cause not due to our fault or risk.
6.2 In case of force majeure, Benel is not obliged to pay any compensation. Both parties have the right to dissolve the agreement if the force majeure lasts longer than 1 month. If the agreement is still fulfilled within this period, the right to dissolve lapses.
6.3 If Benel dissolves the agreement as stated in paragraph 2, the client is obliged to accept the products made available under the agreement and pay the purchase price proportionally.

7: RETENTION OF TITLE

7.1 Ownership of goods transfers to the client only after full payment of all amounts due for all product deliveries, including interest and costs. This also includes deliveries under older or newer agreements.
7.2 The client must return unpaid products upon first request. In case of non-payment, Benel is entitled to unrestricted access to the client’s premises to retrieve goods, for which Benel is irrevocably authorized by the client under these terms.
7.3 If the client fails to meet its obligations, Benel has the right to establish a pledge on all current and future claims of the client on third parties. The client must cooperate to establish this right at their own expense. If the goods are with a third party, the client must pledge the claim.

8: REPAIRS

8.1 Defective products may be submitted for repair at Benel or an authorized third party at the client's expense. If requested at the time of submission, Benel will provide an estimate of repair cost and time as soon as possible.
8.2 Benel holds items for repair at the client’s risk.
8.3 The client must collect repaired products within one month after Benel’s notification and pay the repair fee. Alternatively, Benel may ship the item after payment. If not collected within 12 months, Benel is authorized to sell the item and deduct its costs from the proceeds.
8.4 Payments for repairs must be made as stated under section 4.1.
8.5 No rights can be derived from repair turnaround times.

9: APPLICABLE LAW AND DISPUTES

9.1 All agreements entered into with us and those arising therefrom are governed exclusively by Dutch law. The provisions of the Vienna Sales Convention are excluded.

Disclaimer

Benel strives to ensure that the information provided on this website is as complete and accurate as possible, but offers no guarantees regarding its accuracy. Visitors and/or users of this website cannot derive any rights from the information provided.
All information is subject to price changes, typographical errors, mistakes, and market developments. Images shown are for illustrative purposes only.

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