Silent-Seeds Terms and Conditions
Article 1 - Definitions
These terms and conditions apply:
1. Supplementary Agreement: an agreement under which consumer goods, digital content, and/or services acquired under a distance contract are supplied by the merchant or by a third party based on an arrangement between that third party and the merchant;
2. Grace Period: the period during which the consumer may exercise their right of withdrawal;
3. Consumer: the natural person acting for purposes falling within the scope of their commercial, industrial, craft, or professional activity;
4. Day: calendar day ;
5. Digital content: data produced and supplied in digital form;
6. Duration agreement: an agreement covering the regular delivery of goods, services, and/or digital content for a certain period;
7. Durable medium: any device—including email—that enables the consumer or business to receive information addressed personally to them, to store it in a way that allows for future reference or use for a period appropriate to the purpose for which it is intended, and that allows for the unaltered reproduction of the stored information;
8. Right of withdrawal: the consumer’s right to withdraw from the contract within the withdrawal period;
9. Business: a natural or legal person that offers (access to) digital content and/or services to consumers;
10. Distance contract: an agreement between the business and the consumer concluded within the framework of an organized system for the distance sale of goods, digital content, and/or services, up to and including the conclusion of the agreement, exclusively or partially utilizing one or more means of distance communication;
11. Model withdrawal form: the European standard form included in Annex I of these withdrawal terms;
12. Means of distance communication: means that can be used to conclude a contract without the consumer and the trader having to meet simultaneously in the same physical location.
Article 2 - The Contractor's Identity
Synex Group BV,
Blaak 520, 3011 TA, Rotterdam (Netherlands)
Phone: (+31) 614 728 295
Email: [email protected]
Website: www.silent-seeds.com
Commercial Registry: No. 82859183
VAT ID Number: NL 862631798B01
Officially distributed by:
HEYOKA
40 Avenue de Saint-Antoine, 13015 Marseille (FRANCE)
Phone: (+33) 491 77 73 53
Email: [email protected]
Commercial Registry: No. 832 148 076
VAT ID Number: FR 54832148076
Article 3 - Applicability
1. These general terms and conditions apply to all offers made by the business and to all distance contracts concluded between businesses and consumers.
2. Before a distance contract is concluded, the text of these general terms and conditions must be made available to the consumer. If this is not reasonably possible, the business shall indicate, before the distance contract is concluded, how the general terms and conditions can be consulted at the business’s premises and that they will be sent free of charge as soon as possible upon the consumer’s request.
3. If the distance contract is concluded electronically, notwithstanding the preceding paragraph and prior to the conclusion of the distance contract, the text of these general terms and conditions shall be made available to the consumer electronically, in such a way that the consumer can easily access them on a durable medium suitable for storage. If this is not reasonably possible, prior to the conclusion of the distance contract, the company will indicate where the general terms and conditions can be accessed electronically and that they will be sent free of charge upon the consumer’s request by electronic or other means.
4. In the event that, in addition to these general terms and conditions, specific terms and conditions for products or services apply, the second and third paragraphs shall apply, and the consumer, in the event of a conflict of terms, shall always rely on the applicable provision that is most favorable to them.
Article 4 - The Offer
1. If an offer is valid for a limited time or is subject to conditions, this will be explicitly stated in the offer.
2. The offer includes a complete and accurate description of the products, digital content, and/or services offered. The description is sufficiently detailed to enable the consumer to properly assess the offer. If the business uses photos, these are authentic images of the products, services, and/or digital content. Obvious errors or omissions in the offer are binding on the business.
3. Each offer contains information that clearly informs the consumer of the rights and obligations associated with accepting the offer.
Article 5 - The Contract
1. Subject to the provisions of paragraph 4, the contract is concluded when the consumer accepts the offer and fulfills the corresponding conditions.
2. If the consumer has accepted the offer electronically, the operator shall immediately acknowledge receipt of the acceptance of the offer electronically. Until the operator has confirmed receipt of this acceptance, the consumer may terminate the contract.
3. If the contract is concluded electronically, the business operator shall take appropriate technical and organizational measures to protect the electronic transfer of data and shall ensure a secure web environment. If the consumer can pay electronically, the business operator shall take appropriate security measures.
4. The business may—within the scope of the law—inquire about the consumer’s ability to fulfill payment obligations, as well as any facts and factors relevant to the proper conclusion of the distance contract. If, based on this inquiry, the business has grounds not to conclude the contract, it is entitled to refuse or to make its performance subject to specific conditions regarding an order or request.
5. Upon delivery of the product, service, or digital content to the consumer, the business must provide the following information in writing or in a manner that allows the consumer to store it on a durable medium:
6. The address of the business’s establishment where the consumer may file complaints;
7. The conditions and manner in which the consumer may exercise their right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
8. Information on warranties and after-sales service;
9. The price of the product, service, or digital content, inclusive of all taxes; where applicable, delivery costs; and the method of payment, delivery, or performance of the contract;
10. The conditions for terminating the contract if it has a duration of more than one year or is indefinite;
11. Whether the consumer has a right of withdrawal and the model withdrawal form.
12. In the case of a continuing transaction, the provision of the preceding paragraph applies only to the first delivery.
Article 6 - Right of Withdrawal
For products:
1. The consumer may enter into a contract for the purchase of a product during a 14-day cooling-off period or cancel the contract without giving any reason. The seller may ask the consumer for the reason for the cancellation, but the consumer is not obligated to provide a reason or reasons.
2. The cooling-off period referred to in paragraph 1 begins on the day following receipt of the product by the consumer or by a third party other than the seller, designated in advance by the consumer, or
3. If the consumer has ordered multiple products in a single order: the day on which the consumer or a third party designated by the consumer received the final product. The operator may, provided that the consumer has been clearly informed of this in advance during the ordering process, refuse an order for multiple products with different delivery times.
4. If the supply of a product consists of multiple batches or parts, the day on which the consumer or a third party designated by the consumer received the final shipment of the last part;
4.1. if the contract concerns the regular delivery of goods over a certain period, the day on which the consumer or a third party designated by the consumer received the first product.
For digital services and content that are not provided on a physical medium:
1. The consumer may cancel a service contract or a contract for the supply of digital content not supplied on a tangible medium within at least 14 days without giving any reason. The provider may ask the consumer for the reason for the cancellation, but the consumer is not obligated to provide a reason or reasons.
2. The cooling-off period referred to in paragraph 3 begins on the day following the conclusion of the agreement.
Extension of the cooling-off period for products, services, and digital content not provided on a tangible medium where the right of withdrawal was not disclosed:
1. If the trader has not provided the consumer with the information required by law regarding the right of withdrawal and the model withdrawal form, the withdrawal period expires twelve months after the end of the original period, in accordance with the preceding paragraphs of this article, which provide for this.
2. If the trader has provided the consumer with the information referred to in the preceding paragraph within twelve months following the date on which the initial grace period began, the grace period expires 14 days after the day on which the consumer receives such information.
Article 7 - Consumer Obligations During the Cooling-Off Period
1. During this period, the consumer shall handle the product and its packaging with care. The consumer shall only unpack or use the product to the extent necessary to establish the nature, characteristics, and functioning of the product. The basic principle is that the consumer may only handle and inspect the product as they would be permitted to do in a store.
2. The consumer is only liable for any decrease in the value of the product resulting from handling the product in a manner exceeding what is permitted under paragraph 1.
3. The consumer is not liable for any depreciation of the product, and the seller shall provide the consumer, prior to or upon conclusion of the contract, with all legally required information regarding the right of withdrawal.
Article 8 - Exercise of the right of withdrawal by the consumer and its cost
1. If the consumer exercises their right of withdrawal, they must notify the business within the cooling-off period using the model withdrawal form or by any other unambiguous means.
2. As soon as possible, but no later than 14 days from the day following the notification referred to in paragraph 1, the consumer shall return the product or hand it over to (a representative of) the business. This provision does not apply if the business has offered to collect the product itself. In any case, the consumer must take the return period into account to return the product before the expiration of that period.
3. The consumer shall return the product with all accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the business.
4. The risk and burden of proof regarding the proper and timely exercise of the right of withdrawal rest with the consumer.
5. The consumer must bear the direct cost of returning the product. If the seller has not informed the consumer that they must bear these costs, or if the seller indicates that they will bear these costs themselves, the consumer is not required to bear the return costs.
6. If the consumer cancels after having first expressly requested the performance of the service or the supply of gas, water, or electricity, they are not offered for sale in a limited volume or for a specific amount to begin with during the withdrawal period, the consumer shall pay the trader an amount proportional to the part of the obligation that has been fulfilled by the trader at the time of withdrawal, relative to the full performance of the obligation.
7. The consumer shall not bear any costs for the performance of services or the supply of water, gas, or electricity, provided that such services or supplies are not offered for sale in a limited volume or quantity, or for the supply of district heating, provided that:
8. The business has not provided the consumer with the information required by law regarding the right of withdrawal, the costs in the event of withdrawal, and the model withdrawal form;
9. The consumer has not explicitly commenced the performance of the service or the supply of gas, water, electricity, or district heating requested during the cooling-off period.
9.1. The consumer shall not bear any costs for the full or partial delivery of digital content not supplied on a tangible medium when:
9.2 The consumer has not explicitly agreed, prior to delivery, to the commencement of performance of the contract before the end of the cooling-off period;
9.3 The consumer has not acknowledged that they forfeit their right of withdrawal by giving their consent; or
9.4 The business has not confirmed this statement by the consumer.
9.5 If the consumer exercises their right of withdrawal, any ancillary contracts are automatically terminated.
Article 9 - Obligations of the merchant in the event of cancellation
1. If the consumer’s notice of withdrawal can be submitted electronically, the merchant shall send the message immediately upon receipt of an acknowledgment of receipt.
2. The merchant shall refund all payments made by the consumer, including any delivery costs charged by the carrier for the returned product, immediately but no later than 14 days after the day on which the consumer notifies the merchant of the withdrawal. Unless the business offers to collect the product, it may wait until it has received the returned product or until it provides the consumer with proof that the product has been returned, whichever occurs first.
3. The business uses the same payment method for the refund to the consumer, unless the consumer agrees to a different method. The refund is free of charge to the consumer.
4. If the consumer has chosen a delivery method that is more expensive than the cheapest standard delivery, the business is not required to refund the additional costs associated with the more expensive method.
Article 10 - Exclusion of the Right of Withdrawal
The operator may exclude the following products and services from the right of withdrawal, but only if the business has clearly indicated this in the offer and in a timely manner prior to the conclusion of the contract:
1. Products or services whose price depends on fluctuations in the financial market over which the business has no influence and which may occur during the withdrawal period;
2. Contracts concluded during a public auction. In the context of a public auction, this refers to a method of sale where goods, digital content, and/or services are offered by the business to the consumer who attends or has the opportunity to be personally present at the auction, conducted by an auctioneer, and where the successful bidder is obligated to accept the goods, digital content, and/or services;
3. Service contracts after the service has been fully performed, but only if:
4. Performance has begun with the consumer’s prior explicit consent; and
5. The consumer has declared that they will lose their right of withdrawal once the contract is fully performed by the trader;
5.1 Package tours as referred to in Article 7:500 BW and passenger transport agreements;
5.2 Service contracts relating to the provision of accommodation, insofar as the agreement provides for a specific date or period of performance and does not concern lodging, the transport of goods, car rental services, or catering;
5.3 Agreements relating to leisure activities, where a specific date or period is specified for the performance of the agreement;
5.4 Products manufactured to the consumer’s specifications, which are not prefabricated and are produced based on an individual choice or decision by the consumer, or which are clearly intended for a specific person;
5.5 Products that spoil quickly or have a limited shelf life;
5.6 Sealed products that, for health or hygiene reasons, are unsuitable for return after delivery and whose seal has been broken;
5.7 Products that, due to their nature, are inseparably mixed with other products after delivery;
5.8 Alcoholic beverages, the price of which is agreed upon at the time the contract is concluded, which cannot be delivered until after 30 days, and whose actual value depends on fluctuations in the market over which the business operator exercises control;
5.9 Sealed audio and video recordings and computer software whose seal has been broken after delivery;
5.10 Newspapers, periodicals, or magazines, with the exception of subscriptions to them;
5.11 The supply of digital content other than on a tangible medium, but only if:
5.12 Performance has begun with the consumer’s prior explicit consent; and
5.13 The consumer has declared that they thereby forfeit their right of withdrawal.
Article 11 - Price
1. During the period in question, the prices of the products and/or services in the offer did not increase, except for price changes resulting from changes in the VAT rate.
2. Notwithstanding the preceding paragraph, the company offers products or services whose prices are subject to fluctuations in the financial market and over which the business has no control, at variable prices. These fluctuations and the fact that any price quoted are subject to change.
3. Price increases within 3 months of the conclusion of the contract are permitted only if they result from legislation or regulations.
4. Price increases 3 months or more after the conclusion of the contract are permitted only if the merchant has given their consent and:
a. they result from legislation or regulations; or
b. The consumer has the right to terminate the contract as of the date on which the increase takes effect.
Prices for the supply of goods or services include VAT.
Article 12 - Compliance Agreement and Extended Warranty
1. The operator guarantees that the products and/or services comply with the contractual specifications set forth in the offer, reasonable requirements regarding reliability and/or usability, and, as of the date the agreement is concluded, applicable legal provisions and/or government regulations. If agreed, the contractor also ensures that the product is suitable for a use other than normal.
2. An extended limited warranty provided by the merchant, its supplier, the manufacturer, or the importer never limits the legal rights and claims that consumers may assert against the merchant under the contract if the contractor has not fulfilled its part of the agreement.
3. An additional warranty refers to any commitment by the professional, their supplier, the importer, or the manufacturer, whereby they grant the consumer certain rights or claims beyond what they are legally obligated to provide in the event they have not fulfilled their part of the agreement.
Article 13 - Delivery and Performance
1. The merchant shall exercise the utmost care in receiving and fulfilling orders for products and in assessing requests for services.
2. The delivery address is the address provided by the consumer to the merchant.
3. Subject to the provisions of Article 4 of these General Terms and Conditions, the merchant will process orders promptly, but no later than within 30 days, unless a different delivery period has been agreed upon. If delivery is delayed or if an order is not fulfilled or only partially fulfilled, the consumer will be notified within 30 days of placing the order. In this case, the consumer has the right to terminate the contract without penalty and is entitled to compensation.
4. Following termination in accordance with the preceding paragraph, the merchant is obligated to immediately refund the amount paid by the consumer.
5. The risk of damage and/or loss of products rests with the merchant until the moment of delivery to the consumer, or a pre-designated representative, and the announced contractor, unless expressly agreed otherwise.
Article 14 - Long-term operations: duration, termination, and renewal
Termination:
1. The consumer may enter into a contract for an indefinite term, covering the regular delivery of goods (including electricity) or services, and may terminate it at any time by complying with the applicable termination rules and giving notice of up to one month.
2. A consumer may enter into a fixed-term contract for the regular delivery of goods (including electricity) or services, which may be terminated at any time upon the expiration of the fixed term, subject to the agreed termination rules and one month’s notice.
3. Consumers may benefit from the agreements referred to in the preceding paragraphs:
- Cancel at any time without being restricted to a specific date or time frame;
- At the very least, terminate them in the same manner in which they were entered into;
- Terminate the contract with the same notice period that the company negotiated for itself.
Extension:
2. Notwithstanding the preceding paragraph, a contract concluded for a fixed term involving the regular delivery of daily or weekly newspapers and magazines may be tacitly renewed for a fixed period of no more than three months; if the consumer objects to this renewal, they may terminate the contract at the end of the renewal period with a notice period of no more than one month.
3. A contract concluded for a fixed term, covering the regular delivery of goods or services, may be extended for an indefinite period only if the consumer may terminate it at any time with a notice period of no more than one month. The notice period is more than three months in the case of an agreement involving the regular delivery, but less than once a month, of daily newspapers, news magazines, and weekly magazines.
4. An agreement with a limited term for the regular delivery of trial issues, news, and weekly newspapers and magazines (trial or introductory subscription) will be automatically terminated and will not be tacitly continued after the trial or introductory period.
Term:
1. If a contract has a term of more than one year, the consumer may withdraw at any time after one year has elapsed, giving notice of termination with a maximum of one month’s notice, unless the parties have agreed in the contract that termination before the end of the term is reasonable and equitable.
Article 15 - Payment
1. Unless otherwise specified in the contract or in the supplementary terms and conditions, amounts owed by the consumer must be paid within 14 days of the start of the cooling-off period or, if there is no cooling-off period, within 14 days of the conclusion of the agreement. In the case of an agreement concerning the provision of a service, this period begins on the day following the consumer’s receipt of the confirmation of the agreement.
2. When selling products to consumers, the latter may never, under general terms and conditions, be required to make an advance payment exceeding 50% of the total invoice amount. If payment is agreed upon, the consumer may not assert any rights regarding the fulfillment of the order or the service(s) until the advance payment has been made.
3. The consumer is obligated to immediately notify the operator of any inaccuracies in the provided data or the specified payment.
4. If the consumer is unable to meet the above payment obligation(s), and this after the operator has identified the payment delay and has given the consumer a 14-day grace period to fulfill their payment obligations, following failure to pay within the 14-day period, the operator is entitled to charge statutory interest on the outstanding amount and to bill for the extrajudicial collection costs incurred and invoiced by the operator. These collection costs exceed 15% of the unpaid amounts up to €2,500; 10% for the next €2,500; and 5% on the next €5,000, with a minimum of €40. The contractor may claim these amounts and percentages from different consumers.
Article 16 - Complaints
1. The business operator has a widely publicized complaints procedure and handles complaints in accordance with this procedure.
2. Complaints regarding the performance of the contract must be submitted within a reasonable time after the consumer has observed any defect(s), stating these clearly and in detail to the business operator.
3. When the merchant receives a complaint or complaints, they must respond within 14 days of the date of receipt. If a complaint requires a foreseeable longer processing time, it is necessary to send a response to the consumer within the 14-day period with an acknowledgment of receipt, also including more detailed information in the response.
4. If the complaint cannot be resolved within a reasonable time or within three months of the complaint being filed, it is then possible to reach a mutual agreement, which could give rise to a dispute subject to litigation.
Article 17 - Disputes
With regard to agreements between the contractor and the consumer under these terms, please refer solely and exclusively to Dutch law.
Article 18 - Additional or Different Provisions
Any additional or different provisions from these terms may not be to the detriment of consumers and must be recorded in writing or made available to the consumer in an accessible manner, or stored directly on a durable medium.