General conditions

Article 1 Definitions

In the absence of an express statement to the contrary, these general terms and conditions shall mean as follows:

Welvaere B.V.: The private company with limited liability Welvaere B.V. established in (3862 NE) Nijkerk at Amersfoortseweg 96, registered in the trade register under no.: 50285807, VAT no.: NL854318501B01, also comprising all its subsidiaries and vendor.

Counterparty: any party (natural or legal person) who enters into an agreement with Welvaere B.V. or to whom Welvaere B.V. has made an offer to which these general terms and conditions of sale and delivery (hereinafter: 'these terms and conditions') apply.

Agreement: any agreement concluded by any means whatsoever between Welvaere B.V. and the other party, any amendment or addition thereto, as well as all (legal) acts in preparation for and in execution of that agreement.

Distance contract: an agreement whereby, within the framework of a system organized by Welvaere B.V. for distance selling of goods and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication.

Right of withdrawalmeans the possibility for the other party, being a consumer, to waive the distance contract within the 14 (fourteen) day cooling-off period. This right explicitly does not apply to other agreements, or for other parties than consumers.

Assignment: every order to perform services or deliver goods by Welvaere B.V. for the other party, which comes about between Welvaere B.V. and the other party on the basis of an agreement. Applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code, regardless of the manner in which it is given, is expressly excluded.

Article 2 Applicability of these terms and conditions

1. These terms and conditions apply to all legal relationships in which Welvaere B.V. acts as seller, supplier of goods or service provider. All provisions of these conditions apply between the parties, insofar as these conditions have not been expressly deviated from by the parties in writing. In the event of a rental agreement with Welvaere B.V., Annex I of these terms and conditions shall also apply. If an annex applies in view of the nature of the agreement, this content shall prevail.
2. The applicability of general conditions used by the other party is hereby expressly rejected. Conditions or stipulations deviating from these terms and conditions are only applicable if and insofar as these deviating conditions or stipulations have been expressly accepted in writing by Welvaere B.V. and then only for that agreement for which they have been accepted.
3. These terms and conditions also apply to all agreements in which third parties are or have to be involved for the execution thereof. In addition, these conditions are also written for employees of Welvaere B.V.
4. If Welvaere B.V. tacitly allows deviation from these conditions, this does not affect its right to still demand direct and strict compliance with the conditions. The other party can never assert any right on the grounds that Welvaere B.V. applies these terms and conditions flexibly and/or does not always require strict compliance with the provisions of these terms and conditions.
5. If and to the extent that any of the provisions of these terms and conditions are wholly or partially void or voided, the other provisions of these terms and conditions shall remain in full force and Welvaere B.V. shall instead adopt provisions to replace the void and/or voided provisions, taking into account as far as possible the purpose and purport of the void or voided provision. To the extent desired, the parties will consult on the exact wording of these new provisions.
6. Uncertainties about the content of the terms and conditions, or situations not covered by these terms and conditions, are to be judged by the spirit of these terms and conditions.
7. The other party once contracted with under these terms and conditions is deemed to have tacitly agreed to the applicability of these terms and conditions to subsequent agreements concluded with Welvaere B.V.

Article 3 Offer and formation of agreement

1. Every quotation, offer and/or other expression by or on behalf of Welvaere B.V., hereinafter referred to as: 'offer', is entirely without obligation, unless expressly agreed otherwise in writing. An offer expires if the item and/or service to which it relates is no longer available in the meantime. Obvious mistakes or obvious errors in an offer do not bind Welvaere B.V.
2. The description in an offer of Welvaere B.V. is sufficiently detailed to enable a proper assessment thereof by the other party. If Welvaere B.V. uses images, these are a truthful representation of the items and/or services offered. However, all images, specifications and/or data in an offer are an indication and cannot be a reason for compensation and/or dissolution of the agreement.
3. Welvaere B.V. cannot guarantee that the colors shown in images displayed by and/or on its behalf exactly match the true colors of the items.
4. Every offer susceptible to a distance contract shall contain such information that it is clear to the other party what rights and obligations are attached to the acceptance of the offer. This concerns in particular the price including taxes, any shipping costs, the way in which the agreement will be concluded and which actions are necessary for this, whether or not the right of withdrawal is applicable, the method of payment, delivery and performance of the agreement and the applicable general terms and conditions.
5. An agreement is established after Welvaere B.V. has confirmed the assignment in writing within 8 (eight) days, or if Welvaere B.V. has commenced performance within 14 (fourteen) days after receipt of the assignment. The provision included in the previous sentence also applies to changes in assignments.
6. In the case of a distance contract with a consumer, the contract is concluded at the moment of acceptance by the other party of the offer and fulfilment of the conditions thereby stipulated. If the other party has accepted the offer electronically, Welvaere B.V. will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by Welvaere B.V., the other party being a consumer may dissolve the agreement, expressly in writing.
7. If the other party accepts an offer, Welvaere B.V. retains the right to revoke the offer within 3(three) days of receiving the acceptance.
8. If the acceptance deviates from the offer, Welvaere B.V. is not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless Welvaere B.V. explicitly accepts it in writing.
9. A composite quotation does not oblige Welvaere B.V. to perform part of the assignment at a corresponding part of the quoted price. Previous quotations, offers, prices and/or rates do not automatically apply to new assignments and/or agreements.
10. Orders and/or agreements accepted by Welvaere B.V. are deemed to be determinative only by type and brand. If any packaging, design, model, type, etc. is changed, Welvaere B.V. shall be discharged by delivery of the changed packaging, design, model, type, etc. at the standard price applicable thereto.
11. If the interest of the other party requires immediate full or partial delivery of services and/or goods by Welvaere B.V., or if the other party has expressly requested immediate delivery of services and/or goods, the agreement shall be deemed to have been concluded by Welvaere B.V. actually proceeding in full or in part to deliver services and/or goods to the other party.

Article 4 Delivery

1. Unless expressly agreed otherwise in writing, delivery is 'ex works': if and as long as the goods to be delivered are located in a warehouse and/or storage place of Welvaere B.V., they are at the expense and risk of Welvaere B.V. As soon as the goods to be delivered have left the warehouse and/or storage place of Welvaere B.V., they are at the expense and risk of the other party and the goods are deemed to have been delivered.
2. The counterparty is obliged to take delivery of the purchased goods at the time they are delivered to it. If the other party refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored at the risk and responsibility of the other party. The counterparty shall in that case owe all additional costs, including in any case storage and transport costs.
3. Welvaere B.V. has the right to have certain activities performed by third parties if and insofar as the proper execution of the order requires this. Welvaere B.V. is also entitled to deliver from the stock of third parties, provided it has not been expressly agreed that delivery will be made from its own stock.
4. An agreed delivery time is not a deadline, unless expressly agreed otherwise in writing. In the event of late delivery, the other party must therefore expressly declare Welvaere B.V. to be in default in writing and grant a reasonable period of time to still deliver, before there is a question of default on the part of Welvaere B.V. An agreed period starts to run at the moment that the other party has provided Welvaere B.V. with all the information requested by Welvaere B.V.
5. Furthermore, an agreed delivery time is always subject to undisturbed working conditions and supply of materials, undisturbed transport and timely delivery by suppliers of Welvaere B.V., such that Welvaere B.V. is able to meet the delivery time.
6. Welvaere B.V. is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Welvaere B.V. is entitled to invoice each part separately.
7. If the agreement is executed in phases, Welvaere B.V. may suspend the execution of those parts belonging to a subsequent phase until the other party has approved in writing the results of the preceding phase.
8. In the event that the date of actual delivery is postponed at the request and/or through the fault of the other party, the other party requests partial delivery and/or goods are not picked up by the other party, the risk of the goods shall nevertheless pass to the other party from the moment that these goods are identified as the other party's goods in Welvaere B.V.'s administration and/or storage space. Welvaere B.V. is entitled to invoice the goods from this moment. Any costs for additional transport, storage, insurance and/or other additional costs shall be borne by the other party.
9. Welvaere B.V. will, in case it concerns a remote agreement, provide the other party with the following information, in writing or in such a way that it can be stored by the other party in an accessible way on a durable data carrier, the visiting address of Welvaere B.V. for complaints, the conditions for use of the right of withdrawal, the information on guarantees and existing service after purchase.

Article 5 Transportation and shipping

1. Regardless of whether the transportation of the goods is provided by Welvaere B.V. or by third parties, the risk shall be borne entirely by the other party, unless expressly agreed otherwise in writing.
2. The other party is obliged to fully indemnify Welvaere B.V. at all times for all direct and indirect damage in connection with the transport caused to third parties, for which Welvaere B.V. is held liable.
3. If it has been expressly agreed in writing that delivery takes place by means of transport of Welvaere B.V. for the risk of Welvaere B.V., notwithstanding article 4.1 and article 7.1 of these terms and conditions: if and as long as the goods to be delivered are located in a warehouse and/or storage place and/or means of transport of Welvaere B.V. the goods are for the account and risk of Welvaere B.V. As soon as the goods to be delivered have been delivered by Welvaere B.V. at the agreed location of the counterparty and the counterparty and/or an authorized representative of the counterparty has signed for receipt, the goods are for the risk and responsibility of the counterparty and the goods are deemed to have been delivered.
4. If Welvaere B.V., whether or not by order of the other party, arranges the transport of the goods, Welvaere B.V. is free to choose the packaging, the transporter and the route to be followed. If Welvaere B.V. also arranges for transport insurance, this does not affect the provisions of Article 4.1 and the buyer must insure the goods additionally if required.
5. In the event the other party requests shipment of the goods, shipment shall at all times be at the buyer's own expense and risk.

Article 6 Implementation

1. Welvaere B.V. shall be free to carry out the assignment as it sees fit and shall observe the requirements of good workmanship in doing so.
2. Agreements are only to be defined as an obligation of effort can never contain an obligation to achieve a result.
3. Welvaere B.V. bases the performance of the work on the information and data provided by the other party. In this respect Welvaere B.V. may assume that the information provided by the other party is correct.
4. The other party shall ensure that all data, which Welvaere B.V. indicates to be necessary or which the other party should reasonably understand to be necessary for the execution of the agreement, shall be provided to Welvaere B.V. in a timely manner.
5. If the data required for the execution of the agreement have not been provided in time to Welvaere B.V., Welvaere B.V. has the right to suspend the execution of the agreement and/or to charge the other party the costs resulting from the delay according to the usual rates.
6. Welvaere B.V. is not liable for damage, of whatever nature, because it has based its services on incorrect and/or incomplete data and/or information provided by the other party.

Article 7 Samples, models and data

1. If Welvaere B.V. shows or provides a model, sample and/or example, this is always by way of indication only: the qualities of the items to be delivered may deviate from the sample, model or example.
2. Data, in whatever form, and catalogs provided by Welvaere B.V. may be changed by Welvaere B.V. without prior notice and are therefore not binding.
3. Welvaere B.V. shall at all times have the right to determine, that in its judgment eligible goods shall only be delivered in certain minimum quantities.
4. Models, samples, examples and the like provided by Welvaere B.V. remain the property of Welvaere B.V. unless expressly agreed otherwise in writing.
5. Models, samples, examples and the like provided by the other party to Welvaere B.V. shall remain the property of the other party and shall be binding on the other party, unless expressly agreed otherwise in writing.

Article 8 Payment

1. After purchasing a Ducktub from Welvaere , an invoice for the full purchase price will follow. This must be paid within 7 days, unless otherwise agreed in writing. When purchasing a Tønsauna, a 50% deposit is paid by default within 7 days of the invoice date, unless otherwise agreed in writing. The remaining amount is to be paid 2 working days before delivery.
   
   Payment shall be made expressly without discount or setoff, by transfer of the amount due to account number NL73 RABO 0346 9022 66 t.n.v. Welvaere B.V. in Nijkerk. After the expiry of 7 (seven) days, or further explicitly agreed in writing, after the invoice date the other party is in default; from the moment of default the other party owes interest on the amount due equal to the statutory interest.

1. In the event of liquidation, bankruptcy or suspension of payments of the other party or when application of the debt restructuring scheme is pronounced in respect of the other party, the obligations of the other party shall be immediately due and payable.
2. Payments made by the other party always serve to settle firstly all interest and costs due, secondly payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
3. Welvaere B.V. may, within legal frameworks, inform itself whether the other party can meet its payment obligations, as well as of all those facts and factors that are important for a responsible conclusion of the distance contract. If Welvaere B.V., on the basis of this investigation, has good grounds for not entering into the agreement, it is entitled to refuse an order or application or to attach special conditions to the execution, giving reasons.
4. Before Welvaere B.V. proceeds to or proceeds with the delivery, the other party is obliged at the express request of the Welvaere B.V. to pay an amount specified by Welvaere B.V. by way of deposit and/or advance payment or to provide sufficient security for the fulfillment of its payment obligation. Refusal by the other party to provide the requested security or make advance payment shall be regarded as an attributable failure on the part of the other party.
5. All complaints concerning the invoice of Welvaere B.V. must be expressly made known to Welvaere B.V. in writing, within 48 (forty-eight) hours after the date of dispatch thereof. After the expiry of the aforementioned period, the other party is deemed to agree with the order carried out and/or the invoice. If payment is made by the other party, Welvaere B.V. may and can assume that the other party agrees with the content of the invoice.
6. The other party shall owe statutory interest on the entire amount due and payable as well as the extrajudicial costs incurred or owed by Welvaere B.V. from the moment of default until the day of payment in full. The extrajudicial costs will be calculated in accordance with the collection rate as advised by the Netherlands Bar Association in collection cases. If Welvaere B.V. has incurred higher costs, which were reasonably necessary, these shall also be borne by the other party, as well as any judicial and execution costs incurred.
7. Welvaere B.V. has the right of retention on all data, documents and other goods of the other party in its possession, until such time as the other party has paid all that it owes to Welvaere B.V.

Article 9 Changes in deliverables and/or circumstances

Welvaere B.V. is authorized to deliver items that deviate from what was agreed upon, if it concerns changes in the items to be delivered, the packaging or accompanying documentation required to comply with applicable legal regulations or if it concerns minor changes to the item that represent an improvement.

Should the circumstances assumed by the other party and Welvaere B.V. at the time the agreement was concluded change to such an extent that as a result compliance with all or part of the agreement cannot reasonably be required of either party, then consultation will take place regarding interim modification of the agreement.

1. If the changed circumstances arose through the fault of the other party, any resulting additional work will be charged to the other party.
2. Without being in default, Welvaere B.V. may refuse a request to change the agreement and/or assignment if this could have qualitative and/or quantitative consequences for the work to be performed and/or goods and/or services to be delivered in that context, for example.
3. The buyer is obliged to notify Welvaere B.V. immediately of any changes of address in writing. Goods delivered to the address of the buyer last known to Welvaere B.V. are deemed to have been received.

Article 10 Cancellation, return and right of withdrawal

1. If the other party cancels an agreement concluded with Welvaere B.V. in whole or in part, the other party shall be obliged to reimburse all reasonable costs incurred by Welvaere B.V. for the purpose of executing the agreement, without prejudice to Welvaere B.V.'s right to compensation by the other party for the direct and/or indirect damage resulting from the cancellation.
2. Assignments and/or agreements in respect of personalized items and/or customization cannot be cancelled after Welvaere B.V. has commenced or caused to be commenced the execution of the assignment and/or agreement. The other party is obliged to purchase and fulfill all obligations arising from the agreement between the parties in that case, unless Welvaere B.V. explicitly stipulates otherwise in writing.
3. If the other party cancels an agreement entered into with Welvaere B.V. and the cancellation is made within 2 (two) weeks before the agreed date of delivery, then instead of the provisions of the previous paragraph, the other party shall owe the full invoice amount, without prejudice to the right of Welvaere B.V. to compensation by the other party for the direct and/or indirect damage resulting from the cancellation.
4. Return shipments will only be accepted with the express prior written consent of Welvaere B.V., in which case at least the following should not be an issue:
   
5. Items damaged and/or used due to the actions of the other party;
6. Items which cannot be returned for reasons of hygiene, such as at least stoves and tubs, unless Welvaere B.V. stipulates otherwise;
7. Items packaged other than in the undamaged original packaging unacknowledged by the other party;
8. Goods returned other than expeditiously, but in any case within 8 (eight) days after delivery;
9. Items delivered at special terms and/or prices, such as in any case clearance and/or offer terms;
10. Personalized items and/or customization to company or person, which is created in accordance with specifications or requirements, measurements or conditions of the other party;
11. Cases whose nature precludes return. When requesting return, the other party explicitly states that none of the above is the case in the case in question. The items mentioned under Article 4 a to g cannot be returned, unless Welvaere B.V. explicitly stipulates otherwise in writing, without any obligation or right to return. The condition of the returned goods upon arrival at the address provided by Welvaere B.V. is decisive for the acceptance by Welvaere B.V. of the return shipment. Welvaere B.V. also determines whether return shipment leads to crediting or exchange of the items for similar items.
12. Any shipping costs of the return shipments the risk of the return shipment shall be borne by the other party, also in case of what is stipulated in paragraph 6 of this article.
13. Contrary to the provisions of Article 11.3 of these terms and conditions, the other party, being the consumer, has a period of 14 (fourteen) days, following the conclusion of a distance contract, after receipt of the goods, to revoke without giving reasons. In case of delivery of services, the period starts from the day of conclusion of the agreement. Article 10.4.a.,b.,c.,e., f. and g. of these terms and conditions also expressly apply here. If the other party wishes to exercise its right of withdrawal, it is obliged to make this known to Welvaere B.V. within 14 (fourteen) days of receiving the goods. After the other party has made it known that he wishes to exercise his right of withdrawal, he must return the goods within 14 (fourteen) days. The burden of proof for shipping rests with the other party. Welvaere B.V. offers on its website a model withdrawal form for agreements concluded via the webshop of Welvaere B.V.
14. If the other party, being a consumer who makes use of the right of withdrawal, has paid an amount, Welvaere B.V. will refund this amount as soon as possible, but at the latest within 14 (fourteen) days after withdrawal. This is subject to the condition that the item has already been received back by Welvaere B.V. and/or conclusive evidence of complete return can be provided.

Article 11 Termination of the agreement

1. All claims of Welvaere B.V. against the other party are immediately due and payable if:
2. After the conclusion of the agreement Welvaere B.V. becomes aware of circumstances that give good reason to fear that the other party will not fulfill its obligations;
3. Welvaere B.V. has requested the other party to provide security for compliance and this security is not provided within the specified period or is insufficient;
4. Due to the delay on the part of the other party, the party in question can no longer be required to fulfill the agreement at the originally agreed conditions;
5. The other party fails to comply with the terms of payment and/or otherwise fails to fulfill its obligations.
6. In the said cases Welvaere B.V. is authorized to suspend further performance of the agreement or to terminate the agreement, all without prejudice to the right to claim damages.
7. If circumstances occur with regard to persons and/or material which Welvaere B.V. makes use of or tends to make use of in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so difficult and/or disproportionately costly that compliance with the obligation under the agreement can no longer reasonably be required, Welvaere B.V. is authorized to dissolve the agreement.
8. In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure - if and to the extent that the seizure has not been lifted within 3 (three) months - at the expense of the other party, Welvaere B.V. is free to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any damages or compensation. Legal intervention or notice of default is not required. The claims of Welvaere B.V. against the other party are in that case immediately due and payable.
9. Article 12 Retention of title
10. The goods delivered by Welvaere B.V. remain the property of Welvaere B.V. until the other party has fulfilled all the following obligations from all agreements concluded with Welvaere B.V:
11. The consideration(s) relating to item(s) delivered or to be delivered itself;
12. Any claims for non-performance by the other party to this agreement(s).
13. The property law consequences of an item destined for export shall be governed by the law of the country of destination of the item in question, if the retention of title under the law of the country of destination does not lose its effect until the full price has been paid, unless Welvaere B.V. stipulates otherwise.
14. Goods delivered by Welvaere B.V. which are subject to retention of title pursuant to paragraph 1 may only be resold within the framework of normal business operations. The other party is not authorized to pledge the goods or to establish any other right on them.
15. The items rented by the other party remain the property of Welvaere B.V. at all times.
16. With regard to delivered goods of which the ownership has been transferred to the other party by payment and which are still in the hands of the other party, Welvaere B.V. hereby reserves, now for then, the rights of pledge as referred to in Article 3:237 of the Dutch Civil Code as additional security for claims, other than those referred to in paragraph 1 of this article, that Welvaere B.V. may have against the other party for whatever reason. The authority included in this paragraph also applies in respect of items delivered by Welvaere B.V. which have been treated or processed by the other party, as a result of which Welvaere B.V. has lost its retention of title.
17. If the other party fails to comply with its obligations or if there is a well-founded fear that it will not do so, Welvaere B.V. shall be entitled to remove or have removed from the other party's premises or from third parties holding the goods on behalf of the other party the delivered goods to which the retention of title referred to in paragraph 1 applies. The other party is obliged to provide all cooperation to this end on penalty of a fine of 10% of the amount he owes per day.
18. If third parties wish to establish or assert any right to the items delivered under retention of title, the other party is obliged to notify Welvaere B.V. as soon as may reasonably be expected.
19. The other party undertakes at the first request of Welvaere B.V.
20. 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;
21. Pledge all claims of the other party against insurers with respect to the goods delivered under retention of title to Welvaere B.V. in the manner prescribed in Art. 3:239 of the Dutch Civil Code;
22. To pledge to Welvaere B.V. in the manner prescribed in Art. 3:239 of the Dutch Civil Code the claims that the other party acquires against its buyers upon the resale of items delivered under retention of title by Welvaere B.V;
23. Mark the items delivered under retention of title as the property of Welvaere B.V;
24. To cooperate in other ways with all reasonable measures which Welvaere B.V. wishes to take for the protection of its property rights in respect of the goods and which do not unreasonably hinder the other party in the normal conduct of its business.

Article 13 Defects and right of complaint

1. The other party must examine the purchased goods (or have them examined) upon delivery - or as soon thereafter as possible. Hereby the counterparty should check whether the delivered goods meet the agreement, namely:
2. Whether the right things were delivered;
3. Whether the delivered items conform to the agreement in terms of quantity (for example, the number and quantity);
4. Whether the delivered goods meet the agreed quality requirements or - if these are lacking - the requirements that may be required for normal use and/or commercial purposes;
5. Whether there is damage to the goods.
6. If visible defects or shortages are found, the Other Party must report these to Welvaere B.V. expressly in writing, please by e-mail, within 48 (forty-eight) hours of delivery. The burden of proof of timely reporting lies entirely with the Other Party. In the case of items such as saunas, hot tubs, Jacuzzis, whirlpools and similar items, Welvaere B.V. is entitled to request inspection of visible defects and an approval at the time of delivery.
7. Non-visible defects must be explicitly reported in writing by the other party to Welvaere B.V. within 5 (five) working days after discovery or the moment at which the defect(s) could reasonably have been discovered, but in any event within 10 (ten) working days after delivery of the delivered goods.
8. If a defect is reported later than within the time limits set out in this article, the other party is no longer entitled to repair, replacement or compensation, unless a longer period results from the nature of the item or the other circumstances of the case.
9. Changes in technical insights in the industry and/or government regulations are at the other party's risk. Minor and/or technically unavoidable deviations in quality, dimensions, color, size, etc. do not constitute grounds for complaint. The same applies to color differences as a result of light, weather influences and/or as a reasonable concomitant of handwork.
10. Unless expressly stated otherwise in writing by Welvaere B.V.all custom work is handcrafted and all logos and/or applied images or signs are applied by handcraft.
11. When processing the goods at the request of the other party, in any case printing and/or handwork, an own risk of error must reasonably be taken into account. The other party expressly accepts the aforementioned risk by giving the order to Welvaere B.V.
12. If Welvaere B.V. acknowledges any complaints, Welvaere B.V. shall be entitled, to the exclusion of all rights of the other party to compensation, either to take back the goods and to refrain from (further) delivery against repayment of the purchase price, or to require the other party to retain the goods against an appropriate reduction of the purchase price, or to redeliver as quickly as possible and/or to offer repair free of charge. In case redelivery is to take place outside the Netherlands, the additional costs of redelivery shall be borne by the other party.
13. Even if the other party complains in time, its obligation to pay and take delivery of the goods to be delivered remains as agreed. Goods can only be returned to Welvaere B.V. with prior express written permission. Articles 11.4 and 11.5 of these terms and conditions also apply to returns.
14. Repairs to items in the property of Welvaere B.V. may only be carried out by Welvaere B.V. or third parties designated by it in writing. If repairs are necessary, the item must be returned to the location of Welvaere B.V. The aforementioned replacement does not affect the length of the agreed rental period and the associated rental price. Rights and obligations under the agreement shall (also) apply to the replacement item with effect from the replacement by Welvaere B.V.
15. That stipulated in paragraph 6 also applies in the event that a purchased and/or delivered item needs to be repaired by Welvaere B.V. No guarantee and/or complaints are possible after a third party or the other party has carried out/attempted to carry out repairs. If repairs are necessary, the item must be returned to the Welvaere B.V. location and the other party shall receive a replacement copy against payment of the (estimated) repair costs, unless Welvaere B.V. explicitly stipulates otherwise in writing.
16. In the absence of urgency of repair demonstrated by the other party, Welvaere B.V. shall be entitled to schedule a service time according to the schedule of the repairer engaged by Welvaere B.V.

Article 14 Warranty

1. The goods to be delivered by Welvaere B.V. meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee mentioned in this article applies to goods destined for use within the Netherlands. In the event of use outside the Netherlands, the other party must itself verify whether they are suitable for use there and whether they meet the conditions imposed on them. Welvaere B.V. may in that case set other guarantee and other conditions with respect to the goods to be delivered or work to be performed.

1. The guarantee mentioned in paragraph 1 of this article applies for a period of 1 (one) after delivery, unless otherwise follows from the nature of the delivered goods or the parties have agreed otherwise. If the guarantee provided by Welvaere B.V. concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless otherwise stated. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the other party.
2. Welvaere B.V. is never responsible for the ultimate suitability of the goods for each individual application by the other party, nor for any advice regarding the use or application of the goods.
3. Any form of guarantee shall lapse if a defect has arisen as a result of or arising from injudicious or improper use and/or inexpert installation thereof, use after the expiration date, incorrect storage or maintenance thereof by the other party and/or by third parties when, without written permission from Welvaere B.V., the other party or third parties have made changes or tried to make changes to the item, attached other items to it that should not have been attached to it or if these were processed or treated in a manner other than prescribed. Nor is the other party entitled to any warranty if the defect has arisen due to or as a result of circumstances beyond the control of Welvaere B.V., including weather conditions (such as, for example, but not limited to extreme rainfall or temperatures et cetera.
4. Specific examples with regard to the previous paragraph are in any case; cleaning stoves with chlorine (products), installing stoves without sufficient circulation possibilities, making holes or openings in the delivered items on his own initiative and placing an item incomplete and/or in a place of which he/she knows and/or should know that it is not suitable for that purpose. Doing acts such as in any case, but not exclusively the aforementioned acts, is done entirely at the other party's own expense and risk.
5. The warranty is 3 years for private use. This covers private and personal use only. For professional use, the warranty is 6 months. This covers wellness centers, bed and breakfasts, hotels, campsites and others.

Article 15 Prizes

1. The prices quoted by Welvaere B.V. are inclusive of the costs of packaging, import duties, excise duties and taxes, but exclusive of VAT, unless expressly stated otherwise in the written quotation.
2. If the parties have previously agreed on a fixed price for the performance of certain services and/or with respect to certain matters, and the provision of those services forces additional work/performance that cannot reasonably be deemed to fall under that fixed price, Welvaere B.V. shall inform the other party in advance of the financial consequences thereof.

Article 16 Price increase

1. If Welvaere B.V. agrees a certain price with the other party, Welvaere B.V. is nevertheless entitled to increase the price in connection with cost-price-increasing elements occurring from the moment the agreement is concluded. The other party is obliged to pay the price thus increased in place of the price originally agreed upon. The aforementioned unless an exception from this article and/or the law applies.
2. In case the other party is a consumer, Welvaere B.V. is entitled to increase the price for 3 (three) months after the conclusion of the agreement. In this case the other party is entitled to dissolve the agreement within 14 (fourteen) days after notification of the increase by Welvaere B.V. The aforementioned must be expressly in writing. After 3 (three) months after the conclusion of the agreement Welvaere B.V. is entitled to a reasonable increase of the agreed price if there is reason to do so.
3. Welvaere B.V. is at all times entitled to pass on legal price increases, such as in any case VAT, also after the conclusion of the agreement.

Article 17 Liability and indemnification

1. Welvaere B.V. is only liable insofar as it appears from this article. The included limitations of liability of Welvaere B.V. do not apply if the damage is due to intent or gross negligence of Welvaere B.V.
2. Welvaere B.V. is never liable towards the other party, for costs, damages and interests, which may arise for Welvaere B.V. or for third parties as a direct or indirect consequence of acts or negligence of persons in service of Welvaere B.V. or by Welvaere B.V. engaged third parties or of goods whether or not under supervision of Welvaere B.V. or of goods delivered by Welvaere B.V.
3. The other party is obliged to indemnify and compensate Welvaere B.V. for all damage, costs and interest for which Welvaere B.V. may be held liable by third parties in respect of the provisions of the previous paragraph. The other party also expressly indemnifies Welvaere B.V. against all third-party claims relating to industrial and intellectual property rights on data provided by the other party to Welvaere B.V., which are used in the execution of the agreement.
4. Welvaere B.V. shall never be liable for consequential damage, including in any case trading loss, damage due to business stagnation and/or loss of profit of the other party, related to (untimely) deliveries by Welvaere B.V.
5. The liability of Welvaere B.V. is at all times limited to the amount that will be paid out under the business liability insurance of Welvaere B.V. in the case in question. If the insurer of Welvaere B.V. does not pay out, the liability of Welvaere B.V. is limited to the maximum amount invoiced for the service from which the damage resulted, at least for that part of the order to which the liability relates.
6. Welvaere B.V. is not liable in cases of force majeure.
7. Welvaere B.V. is never liable for damage and/or consequences of using, placing and/or having an item of Welvaere B.V. on festival and party grounds or at the time of rental for the purpose of a festival, party or the like. Including that Welvaere B.V. is not only indemnified against all damages to third parties, this indemnification also applies to grounds and other matters.
8. If the other party provides information carriers, electronic files or software etc. to Welvaere B.V., the other party guarantees that these materials are free of viruses and defects. Any damage caused by the use of these materials will be compensated by the other party.

Article 18 Force Majeure

1. In addition to what is understood in law and jurisprudence in this respect, force majeure is understood to mean circumstances, foreseen or unforeseen, which prevent the fulfillment of the commitment and which cannot be attributed to Welvaere B.V.. These will include (if and to the extent that these circumstances make performance impossible or unreasonably difficult): strikes in companies other than those of Welvaere B.V, wildcat strikes or political strikes in the company of Welvaere B.V.; a general shortage of necessary raw materials and other items or services required for the realization of the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Welvaere B.V. depends; general transport problems; measures of any government agency; illness; fire; earthquakes; theft; operational or energy failures; force majeure at a third party engaged and technical failures.
2. Welvaere B.V. is also entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Welvaere B.V. should have fulfilled its obligation.
3. During the period of force majeure, Welvaere B.V. has the right to suspend the delivery and other obligations of Welvaere B.V. until the moment that the circumstance causing force majeure no longer occurs, or to dissolve the agreement, without any obligation to pay damages in that case.
4. If Welvaere B.V. has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to separately invoice the part already delivered or the deliverable part, as the case may be, and the other party is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered or the deliverable part has no independent value.
5. Force majeure, as referred to above, of suppliers of Welvaere B.V., shall constitute force majeure of Welvaere B.V.

Article 19 Secrecy and confidentiality

1. Both Welvaere B.V. and the other party guarantee that all information obtained from the other party will be kept confidential and will remain secret.
2. The other party shall not disclose the contents of reports, advice, e-mail messages and/or other expressions of Welvaere B.V., written or otherwise, which have not been drawn up or made with the intention of informing third parties of the information contained therein, unless Welvaere B.V. has given its express written consent.
3. The parties shall impose the obligations under this article on third parties engaged by them. The obligations under this Article shall also remain in effect after termination of the Agreement.

Article 20 Intellectual and industrial property

1. All rights of intellectual and industrial property, including in any case, but not exclusively, copyright, patent, trademark and rights related to trade names, with respect to the articles and/or designs provided, sold and/or delivered by Welvaere B.V. are vested in Welvaere B.V. or its licensors. Welvaere B.V. will at all times act as the owner of all rights of industrial and/or intellectual property thereof, even if these rights have arisen in the context of the agreement. Insofar as not expressly and unambiguously permitted by Welvaere B.V. or by law, nothing from the articles and designs provided, sold and/or delivered by Welvaere B.V. may be published or reproduced in any way.
2. The other party is not allowed to remove and/or change any indication concerning copyright, brands, trade name and/or other intellectual property rights from material of Welvaere B.V.
3. Imitation of articles and designs provided, sold and/or delivered by Welvaere B.V. is prohibited, as is making the sold item available to third parties who can reasonably be suspected of imitating the article and/or design in question.
4. In case of violation of the prohibitions in the above-mentioned paragraphs of this Article, the other party shall forfeit a non-mutable fine in the amount of 15% of the purchase price with a minimum of € 500.00 per case or per article produced. The other party also undertakes to impose the prohibition contained in this article, together with the penalty clause, on its legal successors in the form of a chain litigation, in such a way that those legal successors and their legal successors are also bound in this respect vis-à-vis Welvaere B.V.
5. Failure to comply with the obligation laid down in the previous paragraph shall result in the other party, or the other party's legal successor, forfeiting to Welvaere B.V. an immediately payable penalty of €5,000.00 per case, which is not subject to mitigation.

Article 21 Dispute resolution and applicable law

1. The court in Arnhem has exclusive jurisdiction to take cognizance of all disputes that may arise between Welvaere B.V. and the other party, in which a solution cannot be reached in mutual consultation. Welvaere B.V. remains authorized, however, to summon the other party before the competent court of the place of residence of the other party.
2. Any agreement between Welvaere B.V. and the other party, as well as any disputes arising therefrom, shall be governed exclusively by Dutch law, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

Article 22 Final provisions

1. Welvaere B.V. is authorized to make amendments to these terms and conditions at any time. Such amendments shall take effect at the time announced.
2. Welvaere B.V. will send the amended terms and conditions to the other party in a timely manner. If no date of entry into force has been communicated, amendments shall take effect vis-à-vis the other party as soon as he has been informed of the amendment. However, in the event that the other party is a consumer, he/she shall be entitled to dissolve the agreement in the event of a drastic change pursuant to Section 6:237 c of the Dutch Civil Code.
3. The Dutch text of these terms and conditions is binding and always decisive for its interpretation.
4. All legal claims against Welvaere B.V., including claims for damages, are time-barred and/or expired after a period of 1 year after the relevant claim and/or entitlement arose.
5. These terms and conditions have been filed with the Chamber of Commerce dated June 30, 2016.The last filed version or the version in effect at the time the legal relationship with Welvaere B.V. was established shall always apply.

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