Terms and Conditions of:

zorgkleding.be

Beneden Zandpad 9A
3241 GA Middelharnis

Chamber of Commerce registration number for Rotterdam: 24394544

Artikel 1:             Toepasselijkheid, definities

1. These terms and conditions apply to all offers and all purchase and sales agreements concluded via the website(s) of zorgkleding.be, established in Middelharnis, hereinafter referred to as “the user”.
2. The buyer will hereinafter be referred to as “the other party”.
   1. A number of provisions in these general terms and conditions only apply to the situation in which the other party is a natural person who does not act in the exercise of a profession or business. In these provisions, the other party is referred to as “the consumer”.
3. In these general terms and conditions, “written” also means: by letter, by e-mail, by fax or any other means of communication that can be considered equivalent in view of the state of the art and prevailing views in society.
4. In these general terms and conditions, “the website” means: the user's website(s) referred to in paragraph 1 of this article.
5. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
6. These general terms and conditions also apply to repeat orders or partial orders arising from the agreement.
7. If the user has already provided these general terms and conditions to the other party several times, there is a permanent commercial relationship. The user does not have to provide the general terms and conditions again and again to apply them to subsequent agreements.

Artikel 2:             Totstandkoming overeenkomsten

1. If the other party places an order or purchase order via the website, the user is only bound to this order or purchase order after he has confirmed it in writing to the other party. This applies unless otherwise stated on the website.
2. Additions to or changes to the general terms and conditions or the agreement are only binding on the user after they have been confirmed in writing to the other party.

Artikel 3:             Aanbiedingen, prijzen

1. All offers of the user stated on the website are without obligation, unless they contain a term for acceptance. If an offer contains a non-binding offer and this offer is accepted by the other party, the user has the right to revoke the offer within 2 working days after receipt of the acceptance.
   1. The prices stated in the offers, price lists, on the website, etc. are exclusive of VAT and any costs, such as transport and shipping costs and administration costs.The applicable VAT amount and any costs are clearly stated for each article.
2. A composite quotation does not oblige the user to deliver part of the goods included in the offer against a corresponding part of the price.
3. Offers and prices do not automatically apply to repeat orders.
4. Models shown, specifications of colours, dimensions, weights and other descriptions on the website are as accurate as possible, but are only for indication. The other party cannot derive any rights from this.
   1. a. If, between the date of conclusion of the agreement and its execution, circumstances arise that increase the cost of the price for the user as a result of legislation and regulations, currency fluctuations, price changes at third parties or suppliers engaged by the user or changes in the prices of the required materials, raw materials, etc., the user is entitled to increase the agreed price accordingly and charge it to the other party.

b. In the event of price increases within 3 months after the conclusion of the agreement, the consumer is entitled to terminate the agreement by means of a written statement. If the consumer has not informed the user within 14 days after notification of the price change that he wishes to make use of his right of termination, the user may assume that the consumer has agreed to the price change.

Artikel 4:             Koop op afstand, zichttermijn

1. The provisions of this article only apply to the consumer in the event of a distance purchase within the meaning of article 46a, book 7 of the Dutch Civil Code.
2. In the case of a distance purchase, a cooling-off period of 14 working days applies. You have the right to cancel the agreement within a period of 14 days without giving reasons. The cooling-off period expires 14 days after the day on which you or a third party designated by you, who is not the carrier, physically takes possession of the goods. The consumer is not obliged to give a reason for this cancellation.
3. Dissolution of the agreement is only possible by written notification to the user.
4. In the event of dissolution of the agreement, the item must be returned to the user as much as possible in the original packaging and at the expense and risk of the consumer.
5. In the event of dissolution of the agreement, the payments already made by the consumer (excluding shipping costs incurred by the consumer) will be refunded to the consumer by the user within 14 days after dissolution.
6. The user has the right to refuse returned goods or to refund only a part of any payments already received, if the item is not in the original packaging and/or the item is damaged.

7. Excluded from the right of withdrawal is a consumer purchase that concerns the delivery of:

   - products manufactured according to the consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the consumer, or which are clearly intended for a specific person;

   - products that spoil quickly or that have a limited shelf life;

   - products that are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;

   - products that have been irrevocably mixed with other items after delivery by their nature;

8. After receipt of the returned items, the user will immediately inform the consumer of any refusal of these items or the only partial refund of payments already received.

Artikel 5:             Inschakeling derden

If proper execution of the agreement requires this, the user has the right to have certain deliveries carried out by third parties. This is at the discretion of the user.

Artikel 6:             Vertrouwelijke informatie

1. The user undertakes to maintain confidentiality of all information that he has obtained from or about the other party in the context of concluding and executing the agreement and of which he knows or could reasonably know that this information must be treated confidentially. The user will only provide this information to third parties to the extent that this is necessary for the execution of the agreement.
2. The user will take all reasonable precautions to keep the confidential information secret and guarantees that his employees or other persons who are involved in the execution of the agreement under his responsibility will also comply with this confidentiality obligation.
3. The confidentiality obligation does not apply if the user is required to disclose the confidential information as a result of legislation and/or regulations or a court ruling and cannot rely on a statutory or court-approved right to refuse to testify. This exception also applies to employees or other persons as referred to in paragraph 2 of this article.

Artikel 7:             Levering, leveringstermijnen

1. Agreed delivery periods can never be considered as fatal periods. If the user does not meet his delivery obligations under the agreement or does not meet them on time, he must be given written notice of default by the other party, whereby he is granted a reasonable period to still meet his delivery obligations.
2. In the case of agreements with consumers, the ordered items will be delivered no later than 30 days after the order. If delivery within this period is impossible, the user will inform the consumer of this as soon as possible. The consumer then has the option to reclaim any advance payments from the user within 1 week after this notification. If the consumer makes use of this option, the user will refund the amount already paid by the consumer within 30 days after the consumer has requested this.
3. The user is entitled to partial delivery, whereby each partial delivery can be invoiced separately by the user.
4. The risk concerning the delivered goods shall pass to the other party at the time of delivery. In these general terms and conditions, the time of delivery shall be understood to mean: the time at which the goods to be delivered leave the user's premises, warehouse or shop or the time at which the user has informed the other party that these goods can be collected by him.
5. In derogation from paragraph 4 of this article, the moment of delivery for consumers is understood to mean: the moment at which the goods are actually available to the consumer.
6. Shipping and/or transport of the ordered items will take place in a manner determined by the user, but at the expense and risk of the other party. The user is not liable for any damage of any nature whatsoever - whether or not to the items themselves - that is related to the shipping and/or transport.
7. By way of exception to paragraph 6 of this article, for consumers, shipping and/or transport of the ordered items shall be at the user's risk, but at the consumer's expense. The costs involved are stated on the website.
8. If, due to a cause within the risk sphere of the other party, it proves impossible to deliver the ordered items (in the agreed manner) to the other party, the user is entitled to store the items at the expense and risk of the other party. Unless the user has expressly set a different term in writing, the other party must enable the user to deliver the items within 1 month after notification of the storage.
9. If the other party fails to meet its obligation to purchase after the expiry of the term stated in paragraph 8 of this article, it will be in default with immediate effect. The user will then have the right to dissolve the agreement in whole or in part with immediate effect, without judicial intervention, by means of a written statement, and to sell the goods to third parties. All this without the user being obliged to pay compensation for damages, costs and interest.
10. The foregoing does not affect the obligation of the other party to compensate any (storage) costs, damage caused by delay, loss of profit or other damage.

1. The user is not obliged to deliver the goods until all necessary data and any agreed (advance) payment has been received from the other party. If this causes a delay, the delivery times will be extended proportionally.

Artikel 8:             Klachten en retourzendingen

1. The counterparty is obliged to check the delivered goods immediately upon receipt and to report any visible defects, faults, damage and/or deviations in numbers on the consignment note or accompanying note. In the absence of a consignment note or accompanying note, the counterparty must report the defects, faults, etc. in writing to the user within 24 hours of receipt of the goods.
2. Other complaints must be reported to the user in writing immediately after discovery - but no later than within the agreed warranty period. All consequences of not reporting immediately are at the risk of the other party. If no explicit warranty period has been agreed, a period of 6 months after delivery applies.
3. If a complaint is not reported to the user within the periods stated in the previous paragraphs, the items are deemed to have been received in good condition and to correspond to the agreement. In that case, no appeal can be made to an agreed guarantee.
4. Ordered items will be delivered in the (wholesale) packaging available to the user. Minor deviations in the specified sizes, weights, quantities, colours etc. accepted in the industry, are not considered a shortcoming on the part of the user. No claim under the guarantee is possible in this case.
5. Complaints do not suspend the payment obligation of the other party.
6. Paragraph 5 of this article does not apply to the consumer.
7. The counterparty must enable the user to investigate the complaint and provide the user with all information relevant to the complaint in this context. If return shipment is necessary for the investigation of the complaint, this will be at the expense and risk of the counterparty, unless the complaint subsequently proves to be justified.
8. In all cases, return shipments will be made in a manner to be determined by the user and as much as possible in the original packaging or packaging.
9. No complaints are possible with regard to imperfections or properties of products made from natural materials, if these imperfections or properties are inherent in the nature of these materials.
10. No complaints are possible with regard to discolorations and minor color deviations.
11. No complaints are possible with regard to items that have changed in nature and/or composition after receipt by the other party or have been fully or partially treated or processed.

Artikel 9:             Garanties

1. The user will ensure that the agreed deliveries are carried out properly and in accordance with the standards applicable in his industry, but never gives a more extensive guarantee with regard to these deliveries than as expressly agreed between the parties.
   1. The user guarantees the usual normal quality and soundness of the delivered goods during the warranty period. If no explicit warranty period has been agreed, a period of 1 year after delivery applies.
   2. If a warranty has been issued by the manufacturer or supplier for the items delivered by the user, that warranty will apply equally between the parties. The user will inform the other party about this.
   3. The user does not guarantee and is never deemed to have guaranteed that the delivered goods are suitable for the purpose for which the other party wishes to edit, process, have them used or used, unless he has expressly confirmed this in writing to the other party.
      1. In the event that the other party rightly invokes the warranty provisions, the user will ensure repair or replacement of the item free of charge or reimbursement of or a reduction on the agreed price for the items. All this at the user's discretion. If there is additional damage, the provisions of the liability article included in these general terms and conditions apply.

Artikel 10:           Aansprakelijkheid

1. The user does not accept any liability other than the guarantees explicitly agreed or provided by the user.
2. Without prejudice to the provisions of paragraph 1 of this article, the user is only liable for direct damage. Any liability of the user for consequential damage, such as business damage, loss of profit and/or loss suffered, damage due to delay and/or personal injury, is expressly excluded.
3. The other party is obliged to take all those measures that are necessary to prevent or limit the damage.
4. If the user is liable for damage suffered by the other party, the user's obligation to pay damages is at all times limited to a maximum of the amount paid out by its insurer in the event in question. If the user's insurer does not pay out or the damage is not covered by an insurance policy taken out by the user, the user's obligation to pay damages is limited to a maximum of the invoice amount for the delivered goods.
5. The other party must hold the user liable for this within 6 months after he became aware of or could have been aware of the damage suffered by him.
6. Contrary to paragraph 5 of this article, a term of 1 year applies to the consumer.
7. The other party cannot invoke the warranty, nor can the user be held liable on other grounds if the damage has arisen:

a. through unskilled use or use contrary to the intended purpose of the delivered goods or the instructions, advice, user manuals, leaflets, etc. provided by or on behalf of the user;

b. due to unskilled storage of the delivered goods;

c. because repairs or other work or operations have been carried out on the delivered goods by or on behalf of the other party, without the express prior consent of the user.

1. In the cases as listed in paragraph 7 of this article, the other party is fully liable for all damage resulting from this and expressly indemnifies the user against all third-party claims for compensation for this damage.
2. The limitations of liability included in this article do not apply if the damage is due to intent and/or deliberate recklessness of the user or its management staff at board level or if mandatory statutory provisions oppose this. Only in these cases will the user indemnify the other party against any claims by third parties against the other party.

Artikel 11:           Betaling

1. The user is at all times entitled to demand (partial) advance payment or any other security for payment from the other party.
2. Payment must be made in accordance with the method indicated on the website. Payment in other ways is only permitted if the parties have expressly agreed to this in writing.
3. If it has been agreed that payment will take place after the user has sent an invoice to the other party, payment must be made within a due date of 8 days after the invoice date, unless the parties have expressly agreed otherwise in writing. In this case, the correctness of an invoice is established if the other party has not objected within this payment term.
4. If an invoice has not been paid in full after the expiry of the term referred to in paragraph 3, the other party shall owe the user a default interest of 2% per month, to be calculated cumulatively on the principal sum. Parts of a month shall be counted as a full month.
5. If payment is still not made after a reminder by the user, the user is also entitled to charge extrajudicial collection costs to the other party.
6. The extrajudicial collection costs referred to in paragraph 5 for claims with a principal sum not exceeding € 25,000.00 are:
   1. If the principal amounts to more than € 25,000.00, the user is entitled to charge extrajudicial collection costs to the other party on the first € 25,000.00 in accordance with paragraph 6 of this article and for the additional extrajudicial collection costs amounting to 10% on that additional amount. to charge the other party.
   2. For the calculation of the extrajudicial collection costs, the user is entitled after 1 year to increase the principal sum of the claim by the cumulative default interest accrued in that year in accordance with paragraph 4 of this article.
   3. If the other party fails to make full payment, the user is entitled to terminate the agreement, without further notice of default or judicial intervention, by means of a written statement or to suspend its obligations under the agreement, until payment has been made or the other party has provided adequate security for this. The user also has the aforementioned right of suspension if, even before the other party is in default with the payment, it has well-founded reasons to doubt the creditworthiness of the other party.
   4. Payments made by the other party will first be deducted by the user from all interest and costs owed and subsequently from the due and payable invoices that have been outstanding the longest, unless the other party expressly states in writing upon payment that the payment relates to a later invoice.
      1. The counterparty is not entitled to offset claims of the user with any counterclaims that it may have against the user. This also applies if the counterparty applies for (provisional) suspension of payment or is declared bankrupt.
      2. The provision under sub 1. of this paragraph does not apply to agreements with the consumer.
7. 15% of the amount of the principal over the first €2,500.00 of the claim (with a minimum of €40.00);
8. 10% of the amount of the principal over the next € 2,500.00 of the claim;
9. 5% of the amount of the principal over the next €5,000.00 of the claim;
10. 1% of the amount of the principal over the next €15,000.00 of the claim.
11. The personal data and/or company data that you provide in the context of an order where deferred payment is used, will be used by us - or by third parties to whom the claims are assigned (transferred) - for, among other things:
    a) risk analyses and creditworthiness assessments to prevent over-crediting;
    b) ensuring that communication, administration, customer relationship management, invoicing and collection of claims arising from the deferred payment service are carried out correctly;
    c) the prevention, detection and combating of fraud or irregularities;
    d) Approaching consumers for (direct) marketing purposes.
    For a complete overview of the processing that takes place when paying afterwards, we refer you to the Privacy Statement of the provider you have chosen.

Artikel 12:           Eigendomsvoorbehoud 

1. The user retains the ownership of all goods delivered and to be delivered under the agreement until such time as the other party has fulfilled all its payment obligations towards the user.
2. The payment obligations referred to in paragraph 1 consist of paying the purchase price of the goods delivered and yet to be delivered, increased by claims due to attributable failure on the part of the other party in the fulfillment of its obligations, including the payment of compensation, extrajudicial collection costs, interest and any Fines.
3. If the delivery concerns identical, non-individualizable items, the batch of items belonging to the oldest invoices shall always be deemed to have been sold first. The retention of title therefore always applies to all delivered items that are still in the inventory, shop and/or furnishings of the other party at the time the retention of title is invoked.
4. Goods subject to retention of title may be resold by the other party in the context of normal business operations, provided that it has also stipulated a retention of title on the delivered goods with regard to its customers.
5. As long as the delivered goods are subject to a retention of title, the other party is not authorized to pledge these goods in any way or to bring them under the actual control of a financier.
6. The other party is obliged to inform the user immediately in writing if third parties pretend to have ownership or other rights to the goods subject to retention of title.
7. The other party is obliged to carefully store the items subject to retention of title until the time at which it has fulfilled all its payment obligations towards the user and as identifiable property of the user.
8. The other party must arrange for a business insurance or household contents insurance such that the goods delivered subject to retention of title are insured at all times and will allow the user to inspect the insurance policy and the associated premium payment receipts at the user's first request.
9. If the other party acts contrary to the provisions of this article or the user invokes the retention of title, the user and its employees shall have the irrevocable right to enter the other party's premises and to take back the goods delivered under retention of title. All this without prejudice to the user's right to compensation for damages, lost profits and interest and the right to terminate the agreement without further notice of default by means of a written statement.

Artikel 13:           Faillissement, beschikkingsonbevoegdheid e.d.

1. Without prejudice to the provisions of the other articles of these general terms and conditions, the user is entitled to dissolve the agreement, without further notice of default and without judicial intervention, by means of a written statement to the other party, at the time when the other party:
   1. is declared bankrupt or an application for bankruptcy has been made;
   2. The provisions of paragraph 1 of this article apply, unless the bankruptcy trustee or the administrator recognizes the obligations arising from the agreement as debt of the estate.
   3. The other party is at all times obliged to inform the curator or administrator of the (content of the) agreement and these general terms and conditions.
2. applies for a (provisional) suspension of payments;
3. is affected by an enforceable attachment;
4. is placed under guardianship or administration;
5. otherwise loses the power of disposal or legal capacity with regard to its assets or parts thereof.

Artikel 14:           Overmacht

1. In the event of force majeure on the part of the other party or the user, the user is entitled to dissolve the agreement without judicial intervention, by means of a written statement to the other party, or to suspend the fulfillment of its obligations towards the other party for a reasonable period of time. without being obliged to pay any compensation.
2. Force majeure on the part of the user is understood in the context of these general terms and conditions: a non-attributable shortcoming on the part of the user, third parties or suppliers engaged by him or other serious reasons on the part of the user.
3. Circumstances in which force majeure will arise will include: war, riot, mobilization, domestic and foreign unrest, government measures, strikes within the organization of the user and/or the other party or threat of these etc. circumstances, disruption of the exchange rates existing at the time of entering into the agreement, business disruptions due to fire, burglary, sabotage, natural phenomena, weather conditions, road blocks, etc., transport difficulties and delivery problems, etc., natural phenomena, etc., weather conditions, road blocks, accidents, etc. as a result of which the website is not or not fully available.
4. If the force majeure situation occurs when the agreement has already been partially performed, the other party is obliged to fulfill its obligations towards the user up to that moment.

Artikel 15:           Annulering, opschorting

1. The provisions of this article do not apply to dissolution within the trial period as determined in article 4 of these general terms and conditions.
2. In the event that the other party wishes to cancel the agreement prior to or during its execution, he shall owe the user compensation to be determined by the user. This compensation includes all costs already incurred by the user and the damage suffered by the user as a result of the cancellation, including lost profits. The user is entitled to fix the aforementioned compensation and - at his discretion and depending on the deliveries already made - to charge the other party 20 to 100% of the agreed price.
3. The other party is liable to third parties for the consequences of the cancellation and will indemnify the user against claims from these third parties arising from this.
4. The user is entitled to set off all amounts already paid by the other party against the compensation owed by the other party.
5. In the event of suspension of the performance of the agreement at the request of the other party, compensation for all costs already incurred at that time is immediately due and the user is entitled to charge these to the other party. The user is also entitled to charge the other party for all costs incurred or to be incurred during the suspension period as well as the hours already reserved for the suspension period.
6. If the performance of the agreement cannot be resumed after the agreed suspension period, the user is entitled to terminate the agreement, without judicial intervention, by means of a written statement to the other party. If the performance of the agreement is resumed after the agreed suspension period, the other party is obliged to reimburse any costs incurred by the user as a result of this resumption.

Article 16: Applicable law/competent court

1. The agreement concluded between the user and the other party is exclusively governed by Dutch law.
2. Any disputes will be settled by the competent court in the place where the user is established, although the user always retains the authority to submit the dispute to the competent court in the place where the other party is established.
3. The consumer is always entitled to choose to have the dispute settled by the legally competent court, provided that he makes this choice known to the user in a timely manner. In this case, timely means: within one month after the user has informed the consumer in writing that he wishes to submit the dispute to the court of his place of business.
4. If the other party is established outside the Netherlands, the user is entitled to act in accordance with the provisions of paragraph 2 of this article or - at his choice - to submit the disputes to the competent court in the country or state where the other party is established.

Date: 29 June 2022