General Terms and Conditions

Article 1 - Definitions

Flexpillow is referred to as the seller in these general terms and conditions.
The counterparty of the seller is referred to as the buyer in these general terms and conditions.
The parties are the seller and the buyer together.
The agreement refers to the purchase agreement between the parties.

Article 2 - Applicability of General Terms and Conditions

These terms apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
Deviations from these terms can only occur if expressly and in writing agreed upon by the parties.

Article 3 - Payment

The full purchase amount is always paid immediately in the webshop. In some cases, a deposit is expected for reservations. In that case, the buyer receives proof of the reservation and the advance payment.
If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled his payment obligation.
If the buyer remains in default, the seller will proceed to collection. The costs related to that collection will be borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the seller's claims against the buyer become immediately due and payable.
If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.

Article 4 - Offers, quotations and price

Offers are non-binding unless a deadline for acceptance is stated in the offer. If the offer is not accepted within that specified period, it expires.
Delivery times in quotations are indicative and do not give the buyer the right to cancellation or compensation in case of exceeding them, unless the parties have expressly and in writing agreed otherwise.
Offers and quotations do not automatically apply to backorders. Parties must expressly and in writing agree to this.
The price mentioned in offers, quotations, and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5 - Right of Withdrawal

The consumer has the right to cancel the agreement without giving any reason within 14 days of receiving the order (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer.
There is no right of withdrawal when the products are made to the consumer's specifications or are perishable.
The consumer may use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request.
During the reflection period, the consumer will handle the product and packaging carefully. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product 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 - Modification of the Agreement

If it becomes apparent during the execution of the agreement that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties will timely and in mutual consultation adjust the agreement accordingly.
If the parties agree that the agreement will be changed or supplemented, the timing of the completion of the execution may be affected. The seller will inform the buyer as soon as possible.
If the change or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.
If the parties have agreed on a fixed price, the seller indicates to what extent the change or addition to the agreement results in an increase of this price.
Notwithstanding the provisions of the third paragraph of this article, the seller may not charge additional costs if the change or addition is the result of circumstances attributable to him.

Article 7 - Delivery and Transfer of Risk

As soon as the purchased goods are received by the buyer, the risk passes from the seller to the buyer.

Article 8 - Inspection and Complaints

The buyer is obliged to inspect the delivered goods at the time of (delivery), but in any case within the shortest possible period. The buyer should check whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least that the quality and quantity meet the requirements that apply in normal (commercial) transactions.
Complaints regarding damages, shortages, or loss of delivered goods must be submitted in writing to the seller by the buyer within 10 working days after the day of delivery of the goods.
In the event of a justified complaint within the specified period, the seller has the right to either repair, re-deliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be attributed to the seller.
Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
No complaints will be accepted after the goods have been processed by the buyer.

Article 9 - Samples and Models

If a sample or model has been shown or provided to the buyer, it is presumed to be provided merely as an indication without the delivered item needing to correspond to it. This is different if the parties have expressly agreed that the delivered item will correspond to it.
In agreements regarding real estate, the mention of area or other dimensions and indications is also presumed to be intended merely as an indication, without the delivered item needing to correspond to it.

Article 10 - Delivery

Delivery is made 'ex factory/store/warehouse'. This means that all costs are for the buyer.
The buyer is obliged to accept the goods at the moment the seller delivers or arranges for delivery, or at the moment the goods are made available to him according to the agreement.
If the buyer refuses to accept the goods or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller needs information from the buyer for the execution of the agreement, the delivery time begins after the buyer has provided this information to the seller.
A delivery period specified by the seller is indicative. This is never a fatal deadline. In case of exceeding the period, the buyer must formally notify the seller in writing.
The seller is entitled to deliver the items in parts, unless the parties have agreed otherwise in writing or if partial delivery has no independent value. The seller is entitled to invoice these parts separately when delivering in parts.

Article 11 - Force Majeure

If the seller cannot, cannot timely, or cannot properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
The parties understand force majeure to include any circumstance that the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as illness, war or the threat of war, civil war and riots, molest, sabotage, terrorism, power outages, flooding, earthquakes, fire, business occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations to the seller, unless this is attributable to the seller.
If a situation as described above occurs as a result of which the seller cannot fulfill his obligations to the buyer, then those obligations are suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing, either wholly or partially.
In the event that the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be done via a registered letter.

Article 12 - Transfer of Rights

Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, Civil Code.

Article 13 - Retention of Title and Right of Retention

The items present with the seller and delivered items and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke his retention of title and reclaim the items.
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 been paid. In that case, there is a default of creditors. A delayed delivery cannot be attributed to the seller in that case.
The seller is not authorized to pledge the goods that fall under his retention of title nor to encumber them in any other way.
The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft, and to provide the policy for inspection at the first request.
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 the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payments by the buyer, the buyer's obligations are immediately due.

Article 14 - Liability

Any liability for damage arising from or related to the execution of an agreement is always limited to the amount that is paid out by the relevant liability insurance in that case. This amount is increased by the amount of the deductible according to the relevant policy.
The seller's liability for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates is not excluded.

Article 15 - Duty to Complain

The buyer is obliged to report complaints about the performed work directly to the seller. The complaint must contain as detailed a description of the shortcoming as possible, so that the seller is able to respond adequately.
If a complaint is justified, the seller is obliged to repair and possibly replace the item.

Article 16 - Guarantees

If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item corresponds to the agreement, that it will function without defects, and that it is suitable for the use that the buyer intends to make of it. This guarantee is valid for a period of two calendar years after the buyer receives the sold item.
The intended warranty aims to establish a risk distribution between the seller and the buyer such that the consequences of a breach of warranty are always fully borne by the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code regarding a breach of warranty. The provisions of the previous sentence also apply if the breach was known to the buyer or could have been known through investigation.
The mentioned warranty does not apply when the defect has arisen as a result of improper or inappropriate use or when - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
If the warranty provided by the seller relates to a product manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.

Article 17 - Intellectual property

Flexpillow retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all products, designs, drawings, writings, data carriers or other information, quotes, images, sketches, models, maquettes, etc., unless the parties have agreed otherwise in writing.
The customer may not use the mentioned intellectual property rights without prior written consent from Flexpillow (may) copy, show to third parties and/or make available or use in any other way.

Article 18 - Amendment of general terms and conditions

Flexpillow is entitled to amend or supplement these general terms and conditions.
Changes of a minor nature can be made at any time.
Significant substantive changes will Flexpillow will discuss as much as possible in advance with the customer.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Article 19 - Applicable law and competent court

Only Dutch law applies to every agreement between the parties.
The Dutch court in the district where Flexpillow is exclusively authorized to take note of any disputes between the parties, unless the law prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
When one or more provisions of these general terms and conditions are deemed unreasonably burdensome in a legal procedure, the remaining provisions shall remain in full force.