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Article 1: Definitions
1. Ezspa / JL Enterprises, owner of www.ezspa.eu, established in Amersfoort, Chamber of Commerce number 76478378, is referred to in these general terms and conditions as the seller.
2. The other party of the seller is referred to in these general terms and conditions as the buyer.
3. The parties are the seller and buyer together.
4. The agreement means the purchase agreement between the parties.
Article 2: Applicability of the general terms and conditions
1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions are only possible if expressly agreed by the parties in writing.
Article 3: Payment
1. The full purchase price must always be paid immediately in the store. In some cases, a deposit is expected for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, the buyer is in default. If the buyer remains in default, the seller is entitled to suspend its obligations until the buyer has fulfilled the payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to that collection will be borne by the buyer. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the buyer, the seller’s claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate with the performance of the agreement by the seller, the buyer is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations, and price
1. Offers are without obligation, unless a period of acceptance is stated in the offer. If the offer is not accepted within that stated period, the offer will lapse.
2. Delivery times in quotations are indicative and, if exceeded, do not entitle the buyer to terminate the agreement or claim damages, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing.
4. The price stated in offers, quotations, and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
1. The consumer has the right to dissolve the agreement within 30 days after receiving the order, without giving reasons (right of withdrawal). The period starts from the moment the consumer has received the entire order.
2. There is no right of withdrawal if the products have been custom-made according to the consumer’s specifications or have only a short shelf life.
3. The consumer may use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request.
4. During the cooling-off period, the consumer will handle the product and packaging carefully. The consumer will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If the consumer exercises the right of withdrawal, they will return the unused and undamaged product, together with all supplied accessories and, if reasonably possible, in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Amendment of the agreement
1. If during the performance of the agreement it appears that a proper execution of the assignment requires the work to be changed or supplemented, the parties will amend the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the performance. The seller will inform the buyer of this as soon as possible.
3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the amendment or supplement to the agreement will result in an excess of this price.
5. Contrary to the provisions of paragraph 3 of this article, the seller may not charge additional costs if the amendment or supplement is the result of circumstances attributable to the seller.
Article 7: Delivery and transfer of risk
1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.
Article 8: Inspection and complaints
1. The buyer is obliged to inspect or have inspected the delivered goods at the time of delivery, and in any case within the shortest possible period. In doing so, the buyer must investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least meet the requirements applicable in normal trade.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted by the buyer to the seller in writing within 10 business days after the day of delivery of the goods.
3. If the complaint is found to be justified within the stated period, the seller has the right either to repair, redeliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations within the industry and differences in quality, quantity, size, or finish cannot be held against the seller.
5. Complaints regarding a particular product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed by the buyer.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication, without the item to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
2. In agreements concerning immovable property, any statement of surface area or other dimensions and indications is likewise presumed to be intended only as an indication, without the item to be delivered having to correspond to it.
Article 10: Delivery
1. Delivery takes place ex works/store/warehouse. This means that all costs are borne by the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them or has them delivered, or at the moment these goods are made available to the buyer according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the buyer’s expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires information from the buyer for the performance of the agreement, the delivery period commences after the buyer has made this information available to the seller.
6. A delivery period stated by the seller is indicative. It is never a strict deadline. If the period is exceeded, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In the case of delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
1. If the seller is unable, unable in time, or unable properly to fulfill its obligations under the agreement due to force majeure, the seller is not liable for any damage suffered by the buyer.
2. Force majeure means, in any case, any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which normal performance of the agreement cannot reasonably be required by the buyer, such as illness, war or threat of war, civil war and riots, molest, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of the company, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
3. The parties also understand by force majeure the circumstance that supplier companies on which the seller depends for the performance of the agreement do not fulfill their contractual obligations toward the seller, unless this can be attributed to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill its obligations toward the buyer, those obligations will be suspended for as long as the seller cannot fulfill them. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure situation continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only take place by registered letter.
Article 12: Transfer of rights
1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with property law effect as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.
Article 13: Retention of title and right of retention
1. Goods present at the seller and delivered goods and components remain the property of the seller until the buyer has paid the full agreed price. Until that time, the seller may invoke its retention of title and repossess the goods.
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has still been paid. In that case, there is creditor default. A late delivery cannot then be held against the seller.
3. The seller is not authorized to pledge the goods subject to its retention of title nor to encumber them in any other way.
4. The seller undertakes to insure and keep insured the goods delivered to the buyer subject to retention of title against fire, explosion and water damage, as well as theft, and to make the policy available for inspection on first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has a right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency, or suspension of payments of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case under the liability insurance policy or policies taken out. This amount is increased by the amount of the deductible under the relevant policy.
2. Not excluded is the seller’s liability for damage resulting from intent or deliberate recklessness of the seller or its managerial subordinates.
Article 15: Duty to complain
1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.
Article 16: Warranties
1. If warranties are included in the agreement, the following applies. The seller guarantees that the goods sold conform to the agreement, that they will function without defects, and that they are suitable for the use the buyer intends to make of them. This warranty applies for a period of two calendar years after the buyer has received the goods sold.
2. The aforementioned warranty is intended to create such a distribution of risk between the seller and the buyer that the consequences of a breach of warranty are always fully at the expense and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code in relation to a breach of warranty. The provision in the previous sentence also applies if the buyer knew or could have known of the breach by carrying out an investigation.
3. The stated warranty does not apply if the defect has arisen as a result of improper or inappropriate use, or if, without permission, the buyer or third parties have made or attempted to make changes, or have used the purchased goods for purposes for which they are not intended.
4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.
Article 17: Applicable law and competent court
1. Every agreement between the parties is governed exclusively by Dutch law.
2. The Dutch court in the district where Ezspa / JL Enterprises has its registered office/practice/office is exclusively competent to hear any disputes between the parties, unless mandatory law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general terms and conditions are considered unreasonably onerous in legal proceedings, the remaining provisions will remain fully in force.
1. Ezspa / JL Enterprises, owner of www.ezspa.eu, established in Amersfoort, Chamber of Commerce number 76478378, is referred to in these general terms and conditions as the seller.
2. The other party of the seller is referred to in these general terms and conditions as the buyer.
3. The parties are the seller and buyer together.
4. The agreement means the purchase agreement between the parties.
Article 2: Applicability of the general terms and conditions
1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions are only possible if expressly agreed by the parties in writing.
Article 3: Payment
1. The full purchase price must always be paid immediately in the store. In some cases, a deposit is expected for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, the buyer is in default. If the buyer remains in default, the seller is entitled to suspend its obligations until the buyer has fulfilled the payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to that collection will be borne by the buyer. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the buyer, the seller’s claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate with the performance of the agreement by the seller, the buyer is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations, and price
1. Offers are without obligation, unless a period of acceptance is stated in the offer. If the offer is not accepted within that stated period, the offer will lapse.
2. Delivery times in quotations are indicative and, if exceeded, do not entitle the buyer to terminate the agreement or claim damages, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing.
4. The price stated in offers, quotations, and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
1. The consumer has the right to dissolve the agreement within 30 days after receiving the order, without giving reasons (right of withdrawal). The period starts from the moment the consumer has received the entire order.
2. There is no right of withdrawal if the products have been custom-made according to the consumer’s specifications or have only a short shelf life.
3. The consumer may use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request.
4. During the cooling-off period, the consumer will handle the product and packaging carefully. The consumer will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If the consumer exercises the right of withdrawal, they will return the unused and undamaged product, together with all supplied accessories and, if reasonably possible, in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Amendment of the agreement
1. If during the performance of the agreement it appears that a proper execution of the assignment requires the work to be changed or supplemented, the parties will amend the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the performance. The seller will inform the buyer of this as soon as possible.
3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the amendment or supplement to the agreement will result in an excess of this price.
5. Contrary to the provisions of paragraph 3 of this article, the seller may not charge additional costs if the amendment or supplement is the result of circumstances attributable to the seller.
Article 7: Delivery and transfer of risk
1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.
Article 8: Inspection and complaints
1. The buyer is obliged to inspect or have inspected the delivered goods at the time of delivery, and in any case within the shortest possible period. In doing so, the buyer must investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least meet the requirements applicable in normal trade.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted by the buyer to the seller in writing within 10 business days after the day of delivery of the goods.
3. If the complaint is found to be justified within the stated period, the seller has the right either to repair, redeliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations within the industry and differences in quality, quantity, size, or finish cannot be held against the seller.
5. Complaints regarding a particular product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed by the buyer.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication, without the item to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
2. In agreements concerning immovable property, any statement of surface area or other dimensions and indications is likewise presumed to be intended only as an indication, without the item to be delivered having to correspond to it.
Article 10: Delivery
1. Delivery takes place ex works/store/warehouse. This means that all costs are borne by the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them or has them delivered, or at the moment these goods are made available to the buyer according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the buyer’s expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires information from the buyer for the performance of the agreement, the delivery period commences after the buyer has made this information available to the seller.
6. A delivery period stated by the seller is indicative. It is never a strict deadline. If the period is exceeded, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In the case of delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
1. If the seller is unable, unable in time, or unable properly to fulfill its obligations under the agreement due to force majeure, the seller is not liable for any damage suffered by the buyer.
2. Force majeure means, in any case, any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which normal performance of the agreement cannot reasonably be required by the buyer, such as illness, war or threat of war, civil war and riots, molest, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of the company, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
3. The parties also understand by force majeure the circumstance that supplier companies on which the seller depends for the performance of the agreement do not fulfill their contractual obligations toward the seller, unless this can be attributed to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill its obligations toward the buyer, those obligations will be suspended for as long as the seller cannot fulfill them. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure situation continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only take place by registered letter.
Article 12: Transfer of rights
1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with property law effect as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.
Article 13: Retention of title and right of retention
1. Goods present at the seller and delivered goods and components remain the property of the seller until the buyer has paid the full agreed price. Until that time, the seller may invoke its retention of title and repossess the goods.
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has still been paid. In that case, there is creditor default. A late delivery cannot then be held against the seller.
3. The seller is not authorized to pledge the goods subject to its retention of title nor to encumber them in any other way.
4. The seller undertakes to insure and keep insured the goods delivered to the buyer subject to retention of title against fire, explosion and water damage, as well as theft, and to make the policy available for inspection on first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has a right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency, or suspension of payments of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case under the liability insurance policy or policies taken out. This amount is increased by the amount of the deductible under the relevant policy.
2. Not excluded is the seller’s liability for damage resulting from intent or deliberate recklessness of the seller or its managerial subordinates.
Article 15: Duty to complain
1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.
Article 16: Warranties
1. If warranties are included in the agreement, the following applies. The seller guarantees that the goods sold conform to the agreement, that they will function without defects, and that they are suitable for the use the buyer intends to make of them. This warranty applies for a period of two calendar years after the buyer has received the goods sold.
2. The aforementioned warranty is intended to create such a distribution of risk between the seller and the buyer that the consequences of a breach of warranty are always fully at the expense and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code in relation to a breach of warranty. The provision in the previous sentence also applies if the buyer knew or could have known of the breach by carrying out an investigation.
3. The stated warranty does not apply if the defect has arisen as a result of improper or inappropriate use, or if, without permission, the buyer or third parties have made or attempted to make changes, or have used the purchased goods for purposes for which they are not intended.
4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.
Article 17: Applicable law and competent court
1. Every agreement between the parties is governed exclusively by Dutch law.
2. The Dutch court in the district where Ezspa / JL Enterprises has its registered office/practice/office is exclusively competent to hear any disputes between the parties, unless mandatory law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general terms and conditions are considered unreasonably onerous in legal proceedings, the remaining provisions will remain fully in force.