General terms and conditions for buyers

ARTICLE 1: DEFINITIONS
In these General Terms and Conditions, the following terms have the following meanings:
1.1 Customer: the buyer of Products, not being a consumer or end-user;
1.2 Customer: any natural person or legal entity ordering a product from the Customer;
1.3 Order: the order placed by the Customer of one or more products with Gezondheidspot B.V. hereinafter referred to as ”B2B-FURNITURE”;
1.4 Products: all products offered by B2B-FURNITURE.

ARTICLE 2: GENERAL PROVISIONS

2.1 These terms and conditions apply to every offer, quotation, and agreement between B2B-FURNITURE and an Other Party to which B2B-FURNITURE has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the Parties in writing;

2. 2 The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected;

2.3 If one or more provisions of these general terms and conditions should be wholly or partially void or voidable at any time, the remaining provisions of these general terms and conditions will remain fully applicable. B2B-FURNITURE and the Other Party will then consult with each other to agree on new provisions to replace the void or nullified provisions, whereby the purpose and meaning of the original provisions will be observed as much as possible;

2.4 If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must be made ‘in the spirit of these provisions;

2. 5 If a situation arises between parties that is not regulated in these general terms and conditions, then this situation should be assessed ‘in the spirit of these general terms and conditions;

2.6 If B2B-FURNITURE does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply or that B2B-FURNITURE would, to any extent, lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

ARTICLE 3: QUOTATIONS, OFFERS, AND PAYMENTS

3.1 All quotations and offers of B2B-FURNITURE are without obligation unless the quotation stipulates a term for acceptance. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime;

3.2 B2B-FURNITURE cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen;

3.3 All prices of the products are in Euros unless otherwise indicated. Unless otherwise agreed, all prices are exclusive of VAT and other taxes and/or levies, transport costs, packaging costs, insurance costs, and export and import duties.

3.4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, B2B-FURNITURE will not be bound by it. The agreement will not be concluded in accordance with this deviating acceptance unless B2B-FURNITURE indicates otherwise;

3.5 A composite quotation does not oblige B2B-FURNITURE to execute part of the order for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders;

3.6 B2B-FURNITURE is at all times entitled to refuse an order (in full or in part) without being liable to the Buyer if:

1. a) The Buyer fails to comply, or B2B-FURNITURE has reason to believe that the Buyer will not comply with its (payment) obligations;
2. b) A Product is not (or no longer) in stock;
3. c) There are other (reasonable) circumstances on the grounds of which B2B-FURNITURE may not be obliged to execute an order;
4. 7 Unless expressly agreed otherwise, all payments will be made in advance. B2B-FURNITURE will execute the Agreement upon receipt of payment. Subsequent payment is only possible upon request by the Customer and approval by B2B-FURNITURE.

ARTICLE 4: DELIVERY AND TRANSPORT

4.1 The Customer guarantees the accuracy of the (address) data of the Client and must immediately notify B2B-FURNITURE of any changes. 2. The Products will be shipped by parcel post to the specified delivery address of the Customer;

4.2 B2B-FURNITURE will provide the Customer with proof (Track & Trace), at the latest, within two to 4 days after the order has been transmitted. Contestation of receipt of a Product does not release the Customer from his payment obligations towards B2B-FURNITURE;

4.3 B2B-FURNITURE will do its best to deliver the Products on the agreed date but will not be liable to the Customer if the agreed delivery date cannot be met due to causes beyond the reasonable control of B2B-FURNITURE, such as delays by transport (companies) or delivery times of the supplier of the Products;

4. 4 B2B-FURNITURE shall never be liable for damages resulting from the delay;

4.5 If not all ordered Products are in stock, B2B-FURNITURE is entitled to make partial deliveries and charge partial shipping costs;

4.6 B2B-FURNITURE will inform the Customer as soon as possible;

4.7 If the Customer is absent during the delivery of the Product and the Product is not picked up at the post office, or any other official pick-up location indicated, the Product will be returned to the Customer. The Customer must then contact the Customer himself about this. Any costs for returning the Product will then be charged to the Customer. The Customer may then, at its own choice: (1) store the Products at the Customer’s expense and risk or (2) offer the Products for delivery again, in which case the Customer shall bear the additional costs;

4.8 The risk of damage to and loss of the Products shall pass to the Customer immediately after the Products have been handed over to the carrier;

4. 9 Parcels may only be shipped to addresses in the Netherlands and Belgium, and Products may only be offered to Dutch and Belgian Customers by the Customer;

4.10 Parcels are shipped by a Transporter chosen by B2B-FURNITURE or in consultation with its furniture suppliers.

ARTICLE 5: WARRANTY AND RIGHT OF RETURNS

5.1 If the Customer wishes to return or exchange a Product, the Customer must return it to the Customer;

5.2 The Customer will maintain contact with the Customer in case of a return;

5.3 The Customer will never refer a Customer to B2B-FURNITURE in case of a return;

5. 4 If the Customer has found that a Product returned to him is defective, the Customer will contact B2B-FURNITURE about how to handle this;

5.5 B2B-FURNITURE will assess whether the Product in question is defective upon receipt. If B2B-FURNITURE judges that the Product is defective and this is due to a cause for which B2B-FURNITURE is to blame, B2B-FURNITURE will send a new Product to the Client;

5.6 The transport costs for returning the defective Product and resending a new Product that is made for this purpose will be charged to B2B-FURNITURE;

5. 7 If B2B-FURNITURE deems that the defect in the Product is not for its account and is a risk, it will notify the Customer and return the Product at the Customer’s expense and risk.

ARTICLE 6: OWNERSHIP RETENTION AND SECURITY RIGHTS

6.1 The ownership of the Products remains entirely with the Seller until the Buyer has fulfilled its payment obligations in full;

6. 2 The Purchaser shall not be entitled to sell, rent, alienate, pledge or in any way encumber or give into use the Products delivered under retention of title until full ownership of the Products has passed to the Purchaser; 6.3 Until the moment of transfer of ownership, the Purchaser shall be obliged to take all reasonably possible measures to protect the Products against damage;
7. 4 If any third parties seize or threaten to seize the goods delivered under retention of title or wish to create or enforce rights to them, the Customer is obliged to notify B2B-FURNITURE immediately;

6.5 If B2B-FURNITURE wishes to exercise its property rights as set out in this article, the Buyer hereby unconditionally and irrevocably authorizes B2B-FURNITURE or any third parties to be appointed by B2B-FURNITURE to enter all those places where the property of B2B-FURNITURE is located and to take these goods back;

6.6 If B2B-FURNITURE cannot exercise its property rights, the Buyer will be liable for the damages suffered by B2B-FURNITURE.

ARTICLE 7: LIABILITY

7.1 Liability of B2B-FURNITURE for indirect damages, including consequential damages, lost profits, lost savings, loss of files and/or data, claims of third parties against the Buyer, and damages due to business stagnation and idleness, is excluded at all times;

7. 2 The liability of B2B-FURNITURE for attributable failure in the performance of the Agreement is limited to compensation for direct damage up to the amount of the price paid based on the Agreement unless the insurance pays a higher amount;
8. 3 The creation of any right to compensation shall always be conditional on the Customer giving B2B-FURNITURE written notice of default and giving B2B-FURNITURE a reasonable period to perform;

7.4 B2B-FURNITURE will only be liable if the Customer notifies B2B-FURNITURE in writing of the damage within 30 days after the damage occurred.

ARTICLE 8: FORCE MAJEURE

8.1 B2B-FURNITURE will not be obliged to fulfill its obligations under the Agreement if it is unable to fulfill its obligations due to circumstances beyond its control (force majeure);

8.2 Force majeure includes, but is not limited to, strikes, non-, incomplete and/or delayed delivery by suppliers, war and danger of war, terrorism, import and export bans, epidemics, traffic disruptions, loss or damage during transport, fire, theft, disruptions in energy supply.

ARTICLE 9: INTERIM TERMINATION

9. 1 B2B-FURNITURE is entitled, without prior notice of default and without being in any way liable for damages or costs, and without waiving any other right, to suspend its obligations or (partially) terminate the Agreement or to terminate it prematurely if:

(a) the Customer fails to meet its (payment) obligations;

(b) there is an (impending) bankruptcy of the Customer;

(c) the Customer has applied for or intends to apply for a suspension of payments; (d) the Customer can no longer freely dispose of (liquid) resources due to, for example, seizure;

1. e) the Customer is dissolved or has the intention to dissolve;
2. f) the ownership of the Customer is transferred to a third party, or the third party has acquired any control;
3. g) circumstances occur which are of such a nature that fulfillment of the obligations by B2B-FURNITURE cannot reasonably be required;
4. 2 If the aforementioned cases occur, the claims of B2B-FURNITURE on the Customer shall be immediately and fully due and payable.

ARTICLE 10: INTELLECTUAL PROPERTY RIGHTS

10.1 All designs, photographs, product descriptions, technical drawings, calculations, samples, and the like relating to the Products shall at all times remain the property of B2B-FURNITURE and may not be reproduced or transferred, or loaned to third parties without the express prior written consent of B2B-FURNITURE;

10. 2 B2B-FURNITURE reserves all intellectual property rights under the Copyright Law or other laws;

10.3 The Customer warrants that it will not infringe the intellectual property rights of B2B-FURNITURE or B2B-FURNITURE’s suppliers in relation to the Products.

ARTICLE 11: DEPARTMENT DATA, PRIVACY, AND CONFIDENTIALITY

11.1 B2B-FURNITURE will only collect data from the Customer’s Customers to the extent necessary for the execution of the Orders. To the extent permitted by law, the data will be used for the business operations of B2B-FURNITURE, its affiliates, or third parties. They will only be stored for as long as necessary for its business operations. The Customer gives B2B-FURNITURE irrevocable consent for the use and storage of its (personal) data and warrants that the Customers have also given their consent to this effect; 11. 2 The Customer shall indemnify B2B-FURNITURE against claims by persons whose personal data have been registered or are being processed in the context of the execution of the Orders, or against claims by third parties, whether or not on account of damages, fines, settlements, criminal transaction proposals or otherwise, and shall fully indemnify B2B-FURNITURE in this respect; 11.3 B2B-FURNITURE is entitled to provide the (personal) data of the Customer to third parties if:

1. a) this is necessary for the fulfillment of the obligations under the Agreement;
2. b) B2B-FURNITURE takes (collection) measures by third parties against the Customer;
3. c) B2B-FURNITURE wishes to have a credit report drawn up;
4. d) B2B-FURNITURE is required to do so by law or regulations;

11.4 B2B-FURNITURE and the Customer mutually undertake to maintain confidentiality concerning all information and data they receive from each other in the context of the (execution of) the Agreement during the term of the Agreement and thereafter.

ARTICLE 12: TRANSFER

12.1 The Customer is not entitled to transfer any right arising from the Agreements to third parties without B2B-FURNITURE’s prior written consent. The Customer grants in advance the right to B2B-FURNITURE to transfer to third parties all or part of the rights arising from the Agreements.

ARTICLE 13: APPLICABLE LAW

13.1 These terms and conditions and all Agreements and arrangements arising between B2B-FURNITURE and the Buyer are governed by Dutch law.