General terms and conditions Breath In Balanz B.V.

Definitions

  1. Breath In Balanz: Breath In Balanz B.V., established in Meppel, the Netherlands, under Chamber of Commerce number 61862347.
  2. Parties: Breath In Balanz  B.V.and customer together.
  3. Consumer: a customer who is also an individual and who acts as a private person.

Applicability general term & conditions

  1. These conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Breath In Balanz.
  2. Parties can only deviate from these conditions if they have explicitly agreed in writing.
  3. Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Prices

  1. All prices that Breath In Balanz uses are in Euros, are inclusive of VAT and exclude any other costs such as administration costs, charges, travel an shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
  2. All prices on which Breath In Balanz B.V. uses for its products or services, on its website or that are otherwise made known, can change Breath In Balanz at any time.
  3. Increases in the cost prices of products or parts thereof, which Breath In Balanz B.V.  could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
  4. The consumer has the right to terminate an agreement as a result of a price  increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation

Samples / Models

If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products to be delivered correspond to the sample or model.

Payments and Payments term

Products are settled directly in the store.

Effects do not pay timely

  1. If the customer does not pay within the agreed period, Breath In Balanz is entitled to charge an interest of 1% per month from the day that the customer is in default, whereby part of a month is charged for a whole month.
  2. If the customer is in default, he will also owe extrajudicial collection costs and any compensation to Breath In Balanz.
  3. The collection costs are calculated on the basis of the Reimbursement for Extrajudicial Collection Costs Decree.
  4. If the customer does not pay on time, Breath In Balanz may suspend its obligations until the customer has met his payment obligation.
  5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of Breath In Balanz on the customer are immediately claimable.
  6. If the customer refuses to cooperate with BreathBalanz in the implementation of the agreement, he is still obliged to pay the agreed price to BreathBalanz.

Rights of advertising

  1. As soon as the customer is in default, Breath In Balanz B.V. is entitled to invoke the right to complain about the unpaid products delivered to the customer.
  2. Breath In Balanz  B.V. invokes the right to complain by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right to complain, the customer must immediately return the products to which this right relates to Breath In Balanz B.V. , unless the parties make different arrangements.
  4. The costs for the retrieval or delivery of the products are borne by the customer.

Right of Withdrawal

  1. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving a reason provided that:
  • it is not a product that can spoil quickly, such as food or flowers
  • it is not a product that has been custom-made or adapted specifically for the consumer <
  • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
  • the seal is still intact, if it concerns data carriers with digital content (DVDs, CDs, etc.)
  • the product is not a trip, transport ticket, catering assignment or form of leisure activity
  • it does not concern an (order for) emergency repair
  • the consumer has not waived his right of withdrawal
  1. The cooling-off period of 14 days as referred to in paragraph 1 commences:
  • on the day after the consumer has received the last product or part of 1 order
  • as soon as the consumer has received the first product with a subscription
  • as soon as the consumer has purchased a service for the first time>
  • as soon as the consumer has confirmed that he will purchase digital content via the internet
  1. The consumer can make his claim to the right of withdrawal known via info@breathbalanz.com, if desired using the withdrawal form that can be downloaded via the website of Breath In Balanz B.V., breathbalanz.com
  2. The consumer is obliged to return the product to Breath In Balanz within 14 days of making his right of withdrawal known, failing which his right of withdrawal will expire.
  3. The costs for returning will only be borne by Breath In Balanz B.V.  if the entire order is returned.

If the purchase costs and any other costs (such as shipping and return costs) qualify for reimbursement according to the law, Breath In Balanz will reimburse these costs to the consumer within 14 days of receiving the timely recourse to the right of withdrawal, provided that the consumer has returned the product to Breath In Balanz B.V. in time.

Suspension right

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of retention

  1. Breath In Balanz B.V. can invoke its right of retention and in that case retain products of the customer until the customer has settled all outstanding invoices for Breath In Balanz B.V, unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Breath In Balanz B.V..
  3. Breath In Balanz  B.V. is never liable for any damage that the customer may suffer as a result of using his right of retention.

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt to Breath In Balanz with a claim against Breath In Balanz B.V..

Retention of title

  1. Breath In Balanz B.V.  remains the owner of all delivered products until the customer has fully complied with all his payment obligations with regard to Breath In Balanz B.V. on the basis of any agreement concluded with Breath In Balanz B.V. , including claims for failure to comply.
  2. Until that time, Breath In Balanz B.V. can invoke its retention of title and take back the goods.
  3. Before ownership has been transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
  4. If Breath In Balanz B.V. invokes its retention of title, the agreement is considered dissolved and Breath In Balanz B.V. has the right to claim damages, lost profit and interest.

Delivery

  1. Delivery takes place while supplies last.
  2. Delivery takes place at Breath In Balanz, B.V.  unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address specified by the customer.
  4. If the agreed amounts are not paid or not paid on time, Breath In Balanz B.V. has the right to suspend its obligations until the agreed part is still paid.
  5. Late payment means creditors’ default, with the result that the customer cannot object to a late delivery to Breath In Balanz. B.V.

Delivery time

  1. The delivery times stated by Breath In Balanz B.V. are indicative and do not give the customer the right to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
  2. The delivery time starts when the customer has fully completed the (electronic) order process and has received an (electronic confirmation) from Breath In Balanz B.V.
  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless Breath In Balanz B.V. cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise

Factual Delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transportation costs

Transportkosten zijn voor rekening van de klant, tenzij partijen hierover iets anders hebben afgesproken.

Packaging and Shipment

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Breath In Balanz  B.V. cannot be held liable for possible damage.
  2. If the customer is responsible for transporting a product, he must report any visible damage to products or packaging to Breath in Balanz B.V. prior to transport, failing which Breath In Balanz  B.V. cannot be held liable for any damage.

Storage

  1. If the customer orders products only after the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs as a result of early or late purchase of products are entirely at the expense of the customer.

Guarantee

  1. The warranty with regard to products only applies to defects caused by inadequate manufacture, construction or material.
  2. The guarantee does not apply in the case of normal wear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, and when the cause of the defect cannot be clearly established.
  3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, transfers to the customer at the moment that they are legally and / or actually delivered, at least come into the power of the customer or by a third party who receives the product on behalf of the customer.

Exchange

  1. Exchanging is only possible if the following conditions are met:
  • Exchanging takes place within 14 days after purchase against presentation of the original invoice
  • the product is returned in its original packaging or with the original (price) tags attached
  • the product has not been used yet
  1. Discounted items, non-durable items such as food, custom-made items or items specially customized for the customer and cannot be exchanged.

 

Indemnification

The customer indemnifies Breath In Balanz B.V. against all claims from third parties that are related to the products and / or services supplied by Breath In Balanz.

Complaints

  1. The customer must examine a product or service provided by Breath In Balanz  B.V. as soon as possible for possible shortcomings.
  1. If a delivered product or service does not correspond to what the customer Could reasonably expect from the agreement, the customer must inform Breath In Balanz B.V. of this as soon as possible, but in any case within 1 month after finding the shortcomings.
  2. Consumers must inform Breath In Balanz at the latest within 2 months of the discovery of the shortcomings.
  3. The customer thereby gives as detailed a description as possible of the shortcoming, so that Breath In Balanz B.V.  is able to respond adequately.
  4. The customer must demonstrate that the complaint relates to an agreement between the parties.
  5. If a complaint relates to ongoing work, this cannot in any event result in Breath In Balanz  B.V. being required to perform other work than agreed.
  6. If the customer is dissatisfied with the services of Breath In Balanz B.V., the customer will inform Breath In Balanz B.V.  as soon as possible and parties will try to come to an informal solution.
  7. If the route followed in paragraph 1 does not lead to a satisfactory solution, the customer can submit a complaint to Thuiswinkel.

Notice of default

  1. The customer must notify Breath In Balanz B.V. in writing of the notice of default.
  2. It is the customer’s responsibility that a notice of default actually reaches Breath In Balanz B.V.  (on time).

Customer liability

If Breath In Balanz B.V. enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to Breath In Balanz B.V. pursuant to that agreement.

Breath In Balanz B.V. Liability

  1. Breath In Balanz B.V. is only liable for any damage that the customer suffers if and insofar as that damage was caused by intent or deliberate recklessness.
  2. If Breath In Balanz  B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the implementation of an agreement.
  3. Breath In Balanz  B.V. is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
  4. If Breath In Balanz B.V.  is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment of an insurance company by the insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and only approximate and cannot give rise to compensation and / or (partial) termination of the agreement and / or suspension of any obligation.

Expiry period

Elk recht van de klant op schadevergoeding van Breath In Balanz vervalt in elk geval 12 maanden na de gebeurtenis waaruit de aansprakelijkheid direct of indirect voortvloeit. Hiermee wordt niet uitgesloten het bepaalde in artikel 6:89 van het Burgerlijk Wetboek.

Right of dissolution

1.The customer has the right to terminate the agreement if Breath In Balanz B.V. is accountably in breach of its obligations, unless this failure, given its special nature or minor significance, does not justify the termination.
2.If the fulfillment of the obligations by Breath In Balanz is not permanently or temporarily impossible, dissolution can only take place after Breath In Balanz is in default.
3.Breath In Balanz B.V. has the right to terminate the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if Breath In Balanz has become aware of circumstances that give him good grounds to fear that the customer cannot properly fulfill its obligations.

Force of the majority

  1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a failure on the part of Breath In Balanz B.V.  to fulfill its obligation to the customer cannot be attributed to Breath In Balanz in a situation independent of the will of Breath In Balanz B.V. , as a result of which the fulfillment of his obligations towards the customer is wholly or partially prevented or as a result of which Breath In Balanz B.V.  cannot reasonably be expected to fulfill his obligations.
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
  3. If a force majeure situation arises as a result of which Breath In Balanz B.V. is unable to meet 1 or more obligations to the customer, those obligations will be suspended until Breath In Balanz B.V. can meet them again.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. Breath In Balanz B.V. is not liable for any (damage) compensation in a situation of force majeure, even if it benefits as a result of the situation of force majeure.

Modification of general conditions

  1. Breath In Balanz  B.V. is entitled to change or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time.
  3. Breath In Balanz B.V. will discuss major substantive changes with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transition of rights

  1. The customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Breath In Balanz.
  2. This provision applies as a clause with property law effect as referred to in Section 3:83 (2) of the Dutch Civil Code.

Consequences nullity of destribility

  1. If one or more provisions of these general conditions are found to be void or voidable, this will not affect the other provisions of these conditions.
  2. In that case, a provision that is void or voidable is replaced by a provision that comes closest to what Breath In Balanz B.V. had in mind when drawing up the conditions on that point.

Applicable law and competent court

  1. Only Dutch law applies to every agreement between parties.
  2. The Dutch court in the district where Breath In Balanz B.V. has its registered office / practice / office has exclusive jurisdiction to hear any disputes between parties, unless the law requires otherwise.

Prepared on November 21, 2019.