Terms and Conditions

Mr. Jagdeep Singh, residing in The Hague,
trading as Backbone,

Chamber of Commerce number: 78345103
VAT number: NL003321371B30

Article 1: Applicability
1.1. These terms and conditions apply to all legal relationships, where Backbone acts as a supplier of products. Variations can only be agreed upon in writing with Backbone.
1.2 ‘Customers’ in these terms and conditions means the customer, or any person who enters or wishes to enter into an agreement with Backbone, or for whom Backbone makes an offer or makes a supply or performance, as well as their legal successors.

1.3 If any provision of these terms and conditions is not valid or applicable for any reason, the remainder of these terms and conditions shall remain in effect.
1.4 Purchasing and other terms and conditions, which the customer declares applicable, do not bind Backbone unless they have been accepted by Backbone in writing. Such acceptance should not be inferred from the circumstance that Backbone leaves unchallenged a communication from the customer that it does not accept Backbone’s terms and conditions and declares its own terms and conditions applicable.

Article 2: Offers
2.1 All offers by Backbone are without obligation unless expressly agreed otherwise in writing or orally.
2.2 All illustrations and data regarding weights, dimensions, colors, etc. are approximate only. Deviations from reality cannot be grounds for compensation and/or dissolution.
2.3 Price lists, brochures, printed materials, etc. provided by Backbone are subject to change and do not constitute an offer.
2.4 Typing, printing and pricing errors reserved.
2.5 Backbone reserves the right to refuse orders without giving reasons, require payment in advance or require security.

Article 3: Assignment
3.1 The customer is fully responsible to Backbone for the accuracy of the data mentioned in the order/order. An order/order made binds the buyer.
3.2 When placing an order/order with Backbone, the Customer shall identify itself and the Customer shall be identified by Backbone, through the use of an identification provided by Backbone to the Customer, which consists of a (combination of) customer name and other forms of identification, including personal data (hereinafter referred to as Customer Identification). An order placed electronically that mentions or uses the Buyer’s Customer ID has the same binding value as a purchase order signed by the Buyer.
However, Backbone cannot guarantee the security of the Internet and the possibility of interception or disruption of data transmitted by the Customer using the correct Customer ID and cannot be held liable for this in any way by the Customer. Backbone is entitled to have full confidence that the data relating to the order, in terms of content and form, which it receives from the customer is the correct data.
3.3 Backbone is entitled to rely entirely on the content and form of orders placed using a customer’s Customer ID. Accordingly, Backbone is entitled to deliver to, invoice and require payment from the Customer whose Customer Identification was used with respect to the orders placed using its Customer Identification. The Customer is fully and solely responsible for the use and confidentiality of the Customer Identification assigned to it by Backbone.
3.4 In the event of loss or misuse of the Customer Identification as a result of which Backbone suffers damage, the Customer shall indemnify Backbone in respect thereof. The Customer shall provide such security measures and procedures to ensure that the Customer ID assigned to it is used only by authorized personnel and for authorized purposes. In particular, in case of loss, misuse or attempted misuse of the Customer Identification, the Customer shall notify Backbone immediately after the Customer has or should have had knowledge thereof and take all necessary measures in order to minimize the consequences thereof.

Article 4: Conclusion of agreements
4.1 An agreement is established after Backbone has confirmed an order by email or telephone, or after Backbone has begun executing the order. The order confirmation shall be deemed to accurately and completely reflect the agreement unless the buyer objects in writing within three working days.
4.2 Additions and amendments to an agreement, bind Backbone only to the extent that they have been confirmed by Backbone in writing.

Article 5: Prices
5.1 All prices and rates are in Euro currency and include VAT, but do not include shipping costs. The shipping costs are mentioned during online checkout of the order or when sending the invoice or quotation and are calculated using the rates of Post NL for registered mail, in combination with the weight of the package shipment.
5.2 Prices are based on prices, rates, wages, taxes, duties, charges, etc. existing during the offers. In the event of an increase in one or more of the cost price factors, Backbone is entitled to increase the price accordingly, regardless of whether or not the change was foreseeable to Backbone at the time the agreement was entered into. Such a price increase does not give the buyer the right to rescind the agreement.

Article 6: Payment
6.1 Unless otherwise agreed in writing, payment shall be made by transfer to a bank account designated by Backbone.
6.2 Unless expressly agreed otherwise in writing, payment shall be made without setoff or suspension on any account.
6.3 All that the Customer pays shall first serve to pay any interest and/or (collection) costs due and then to pay the oldest outstanding invoices.
6.4 If the customer fails to pay the amounts due within the agreed period, the customer shall be in default by operation of law and shall be entitled, without prejudice to its other rights, to charge the customer, at its discretion, interest on the entire amount due, consisting of the legal interest rate applicable at that time plus a 3% annual surcharge. This interest will be calculated from the due date of the relevant invoice until the day of payment in full. In addition, all extrajudicial and judicial collection costs to be incurred shall be borne by the buyer. The amount of the extrajudicial collection costs due to Backbone is set at 15% of the principal sum, with a minimum of € 175.
6.5 If Backbone sees fit, Backbone may require further security, failing which it may suspend performance of the agreement.

Article 7: Retention of title
7.1 All delivered goods remain the property of Backbone until the customer has fully fulfilled his payment obligation arising from the agreement.

7.2 The customer lacks the right to assign, (sub)pawn or silent pledge the goods delivered by Backbone to third parties until the entire purchase price and any associated costs have been paid in full.
7.3 In the event that the customer fails to fulfill, or fails to fully fulfill, any obligation arising from the legal relationship with Backbone, in particular the obligation to pay, Backbone is entitled, after notice of default, to take back the delivered goods, in which case the agreement is terminated without judicial intervention, without prejudice to Backbone’s right to claim costs of damages and interest.
7.4 The buyer is obliged, notwithstanding the above, to take good care of the goods delivered, as long as they have not been paid for in full.
7.5 The customer is obliged to keep the delivered goods of which the ownership rests with Backbone separated or otherwise individually stored.
7.6 Furthermore, the customer is obliged to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection at Backbone’s request.

Article 8: Term and Delivery
8.1 All (delivery) terms mentioned by Backbone are approximate and have been determined based on the data and circumstances known to Backbone at the time of entering into the agreement. Stated delivery deadlines shall never be considered deadlines. If a change in the data and/or circumstances, regardless of its foreseeability, results in a delay, the delivery date shall be delayed accordingly, without prejudice to the provisions below regarding force majeure.
8.2 Exceeding the delivery terms specified by Backbone, for whatever reason, will never entitle the customer to compensation or non-performance of any obligation incumbent upon him under the relevant agreement or any related agreement.
8.3 Cancellation of orders may be made only upon written confirmation from Backbone. In the event of cancellation of the order by the customer, Backbone shall be entitled to charge 25% of the agreed price of the goods, without prejudice to Backbone’s right to claim the excess by virtue of losses suffered and lost profits. In case of cancellation of the order of custom-made products by the customer, Backbone is entitled to charge 100% of the agreed price.
8.4 If it has been agreed that the services and/or deliveries will take place in phases, Backbone may postpone the services and/or deliveries of the following phases until the Customer has approved the completion of the preceding phase in writing and has fulfilled all its (financial) obligations regarding the partial delivery. In case of partial deliveries, Backbone is entitled to invoice them separately.
8.5 If the goods are available to the customer after the expiration of the delivery time, but are not taken by him, the goods shall be stored at his disposal at his expense and risk.
8.6 Unless otherwise agreed in writing, delivery shall be made by shipment. From the time of shipment or delivery, all risks of loss, decay, damage, etc. regardless of cause, shall pass to the buyer.

Article 9: Transportation
9.1 Backbone determines the method of transportation, shipping, packaging and proper. Shipping/transportation of goods is always at the expense and risk of the buyer. Backbone is not bound to purchase insurance for transportation.

Article 10: Advertising/damage
10.1 The buyer is obliged to inspect the goods for defects immediately after delivery. Any complaints/claims relating to the goods delivered will only be dealt with by Backbone if they have been made known to Backbone in writing within 7 working days of delivery, accurately stating the nature and ground of the defects and referring to the number of the invoice or, in the absence of this, the shipping note or order confirmation. After the expiration of this period, the buyer shall be deemed to have approved the delivery.
10.2 Slight deviations in the quality of the delivered goods, which are technically unavoidable or generally accepted in the trade, cannot constitute grounds for complaints or for dissolution of the agreement.
10.3 Complaints about invoices must also be made in writing and within a period of 7 working days from the invoice date. After the expiration of this period, the buyer shall be deemed to have approved the invoice.
10.4 Return of the delivered goods can only take place with the prior written approval of Backbone. A condition for this is that the purchase of the items in question was made within a period of 14 days prior to the return request. Return requests should be made stating the number of the invoice/order confirmation and with a clear description of item numbers, quantities and the reason for return request. Backbone expressly reserves the right not to honor applications. If Backbone allows items to be returned, Backbone’s customer service will assign the customer a return number. The return number is valid for a period of 7 business days from the date of award. During the aforementioned 7-day period, the items must be delivered to Backbone’s location. When returning the items, the return number must be clearly indicated on the attached packaging documents. Only items that are complete, in unopened and undamaged condition and in their original packaging, without (printed) adhesive tape and without written text on the packaging, can be returned and can be accepted. The buyer bears all responsibility regarding the items being returned. Except in the case of obvious error by Backbone, the cost of return shipment is the responsibility of the customer and Backbone has the right to charge a handling fee for the returned items.

Article 11. Right of Withdrawal
11.1 The buyer is obliged to carefully inspect the products (or have them inspected) immediately upon receipt. Agreements with consumer buyers, which are established through the Internet site or by other means, where only electronic communication is used, applies that the consumer buyer has the right without giving any reason to exercise a right of withdrawal of 14 days after delivery of the product in question. Excluded from this right of withdrawal are software or other products whose seal (seal) has been broken, or other personalized products. This right of withdrawal does not apply to products that are commissioned or custom-made.
11.2 The consumer buyer can only effectively exercise their right of withdrawal if the products are returned complete, undamaged, unused and in their original packaging. The return shipment must be in Backbone’s possession no later than the 14th day after delivery of the product in question. The products to be returned must be sufficiently stamped. The risk of shipment and proof thereof rests with consumer buyer.
11.3 If the consumer buyer has exercised the right of withdrawal, as mentioned in the previous paragraphs, Backbone will ensure a refund of the purchase price paid by the consumer buyer within 30 days.

Article 12: Warranty
12.1 The warranty with respect to the goods delivered by Backbone is limited, both in terms of content and duration, to the warranty granted by the manufacturer.
12.2 Warranty provisions are only effective when the delivered goods are used in accordance with their intended use.

Article 13: Liability
13.1 Backbone shall never be obliged to pay compensation for any damage suffered directly or indirectly, arising from or arising from defects in goods or services delivered or to be delivered, or from the failure of the goods and/or services to be delivered or delivered by it to function properly, on time or at all, except in the case of willful misconduct or gross negligence on the part of Backbone. Any liability for loss of business (business interruption, loss of income, etc.) data loss or reduction, and/or consequential loss, from whatever cause, including delay in delivery of goods and services, is expressly excluded.

13.2 Backbone will not be liable for any damage caused by its employees and/or its engaged third parties to the customer or third parties, on any account or by any cause, except in the case of Backbone’s culpable intent or gross negligence.
13.3 Backbone is not liable for damages of any kind that have arisen or been caused by improper, careless or incompetent use, or by use for other than normal purposes of goods supplied by Backbone.
13.4 The customer indemnifies Backbone and its employees for claims by third parties for compensation of material and immaterial damages, which are directly or indirectly caused by (use of) the Backbone delivered, unless the damage is the result of intentional / gross negligence of staff of Backbone and / or third parties hired by it.
13.5 Backbone’s liability under the agreement entered into with the Customer is limited in all circumstances to the invoice amount of the agreement excluding VAT.
13.6 Any claims made by Customer must be submitted to Backbone within seven working days of the execution of the agreement, failing which all claims on that account will be forfeited.

Article 14: Absenteeism
14.1 The Customer shall be deemed to be in default by operation of law and the (remaining) debt shall be immediately due and payable in the event:
The buyer fails to fulfill any obligation of the agreement in particular the payment or does not fulfill it on time;
Backbone has good grounds to fear that the customer will fail in performance and the customer fails to comply with a written demand stating those grounds to declare its willingness to perform its obligations within a reasonable period set by that demand;
The customer files for its own bankruptcy, is declared bankrupt, proceeds to divest itself of its assets, submits a request for suspension of payments, or all or part of its assets are seized and this is not lifted within 10 days of seizure;
The purchaser proceeds or decides to discontinue or transfer its business or a significant part thereof, including the contribution of its business to a company to be incorporated or already existing, or proceeds or decides to change the objective of its business or to dissolve it;
Of death, if the purchaser is a natural person.
14.2 Backbone will be entitled in the 13.1 cases without any obligation to pay damages and without prejudice to any rights to which it is entitled, such as rights in respect of costs or interest that have already fallen due and the right to compensation for damages, and without the need for notice of default or judicial intervention to that effect:
Declare the agreement dissolved in whole or in part by written notice to the buyer and/or;
Any amount owed by the Customer to Backbone immediately and in full and/or;
Invoke the retention of title established under Article 7.