Article 1: General
1.1 These terms and conditions apply to all offers, quotations and agreements of Gezonde-Darmflora BV (Kvk number 78182689 and established in Hillegom at Hyacinthenlaan 2u), hereinafter referred to as “User”, and a Counterparty.
1.2 In these terms and conditions, “Other Party or Counterparty” shall mean any legal or natural person who has entered into, or wishes to enter into, an agreement with the User.
1.3 The provisions of these terms and conditions may only be deviated from in writing, in which case the provisions from which no deviation has been made shall remain in full force and effect.
1.4 In the event that one or more of the provisions in these terms and conditions should prove to be void or invalid, the agreement and these terms and conditions will remain in force for the rest and the provision(s) in question will be replaced or supplemented by a provision that approximates the scope and content of the original as closely as possible and that is valid.
1.5 The applicability of general terms and conditions of the Other Party are expressly excluded.
Article 2: Quotations and offers
2.1 All quotations, offers, product listing(s) on the website or in other expressions originating from the User are without obligation. No rights can be derived from them, unless the contrary is explicitly stated in the quotation, offer or statement.
2.2 Offers or quotations can never be construed or interpreted as advice. The User never enters into an advice or treatment agreement. The User does not wish to receive any other information from the Other Party, other than strictly necessary for the conclusion of the purchase agreement and delivery of products. The User will either return unsolicited information or destroy it unread and without any screening or examination.
2.3 The User cannot be held to its quotations or offers if the Other Party could reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
2.4 The prices stated in a quotation or offer are in euros, including VAT and excluding shipping costs, any taxes or other levies, unless otherwise stated or agreed in writing.
Offers or quotations do not automatically apply to future orders.
Article 3: Conclusion of the agreement (at a distance)
3.1 A regular agreement is established by the acceptance by the Other Party of an offer or quotation of the User within the term set thereon.
3.2 The Other Party is deemed to have chosen domicile, also for delivery, at the address that the Other Party has made known to the User. If a company is registered at that address, of which the Other Party is (co-)owner, director/actual manager or for which he/she is an employee or acts on his/her instructions or as a representative, then – subject to proof to the contrary – it will be presumed to be a business purchase and not a consumer purchase.
3.3 A distance sales contract (via the website or the web shop) is concluded by the User’s complete completion of the order menu on the relevant medium (website, webApp, mobile App, etc.) and the subsequent receipt by the User of the order. The User is not liable for the non-receipt of the order due to defects or delays in the Internet connection of either party.
3.4 The User is entitled to refuse orders or attach further conditions to the delivery, if the User deems this advisable. If an order is not accepted, the User will communicate this within ten (10) working days after receipt of the order and the agreement, if concluded, will be dissolved.
3.5 A valid reason for the User to refuse or cancel an order is, that the thing ordered is not (completely) in stock and for that reason will not be able to be delivered within the delivery period.
Article 4: Private Customer
4.1 The Other Party, acting as a natural person for purposes other than business or professional activities, in the case of a remotely negotiated contract, has the option, for 14 days after receipt of the goods by the Other Party (or the authorized recipient), to terminate the contract
without giving reasons in writing according to the form provided by the User for this purpose.
4.2 The right of withdrawal does not apply to goods that:
- have a limited shelf life, which in any case includes all goods delivered to the User in a frozen state and sealed;
- due to hygiene or health risks cannot be reused after opening the packaging and are therefore delivered sealed;
In all cases where the seal has been broken and/or the delivered product has been defrosted, the product cannot be revoked.
4.3 The Other Party must subsequently return the unused and in new condition goods to the User within 14 days thereafter in accordance with the User’s instructions.
4.4 The costs associated with the return shipment shall be borne by the Other Party.
During the cooling-off period, the Other Party must handle the delivered goods and packaging with care.
4.5 The burden of proof of timely recall and timely return of the goods in their original/new condition rests on the Other Party in the event of a dispute by the User.
4.6 If the Other Party has paid (part of) the purchase amount, the User will refund the amount paid no later than 14 days after revocation under the condition that the goods have been received back by the User.
Article 5: Payment
5.1 Payment is made in advance by transfer to the User’s bank account, via iDeal, credit card, Paypal, etc., all this unless otherwise indicated or agreed in writing by the User.
Article 6: Delivery
6.1 The User shall take the greatest possible care when receiving and delivering goods and ensure that the legal guarantee that the delivered goods comply with the agreement has been fulfilled.
6.2 Delivery, if in stock, shall take place within 14 days after the conclusion of the agreement or as much earlier as possible. The Other Party cannot derive any rights from the delivery terms. Exceeding a term does not entitle the Other Party to compensation.
6.3 In the case of products falling under the categories covered in Article 4.2, the Other Party will be notified of the time of shipment as well as – as far as possible – the date and time (or span) of delivery. The goods must be received within 24 hours of dispatch. If delivery is not possible due to circumstances attributable to the Other Party, the User is not responsible for this or for the unusability of the delivered products resulting therefrom.
Article 7: Warranties
7.1 The User guarantees that the products and/or services comply with the agreement, the specifications stated in the offer and the reasonable requirements of soundness and/or usability.
7.2 The warranty does not apply if i) the consumer has prepared and/or processed the delivered products himself (or had them prepared by third parties) and if ii) the delivered products have been exposed to abnormal conditions or otherwise treated carelessly or contrary to the User’s instructions and/or stated on the packaging.
7.3 No guarantee is given on the (nature, application, operation of) the goods delivered by the User to the Other Party, given their natural composition.
7.4 The Other Party, by purchasing any product of the User, declares to use the product entirely at its own expense and risk. The Other Party shall only use the purchased product for himself and not make it available to third parties and furthermore keep it out of the reach of minors.
7.5 Dissatisfaction with (lack of or degree of) operation of the item purchased from the User is not grounds for revocation or dissolution of the purchase agreement.
7.6 Deviation from any method of use/administration provided by the User or any other improper or deviant use is entirely at the Other Party’s expense and risk. The Other Party remains at all times personally liable for everything that in any way relates to his or her health situation in relation to the purchased goods and shall consult a physician in case of doubt.
7.7. The Other Party has the obligation to examine upon delivery whether the goods comply with the agreement. If, according to the Other Party, this is not the case, the User must in any case be notified of this in writing, giving reasons, within 7 working days of delivery, or at least after observation was reasonably possible.
7.8 The User will deal with the complaint internally within 14 days from the receipt of the complaint/claim.
7.9 Timely complaints do not suspend the payment obligation. The Other Party shall in that case remain obliged to take delivery of and pay for other goods ordered.
7.10 If it is established that a complaint/reclamation is unfounded, the (investigation) costs incurred on the part of the User as a result will be borne in full by the Other Party.
7.11 User’s total liability, whether in contract, tort or otherwise, arising out of or in connection with this Agreement shall in no event exceed the purchase price paid by the counterparty for the goods/services.
Article 8: Liability.
8.1 User is not responsible or liable for:
– (the consequences of) abnormal use, the (lack of or adverse) effect or side effects/side effects;
– final suitability of the products for the individual application intended by the Other Party, nor for any advice regarding the use or application of the goods;
– damage, of whatever nature, arising because the User has relied on incorrect and/or incomplete data and/or instructions provided by or on behalf of the Other Party;
– damage, resulting from defective or untimely delivery of the goods to the Other Party and/or from suppliers to the User;
– force majeure as defined elsewhere in these terms and conditions.
8.2 To the extent the User is liable, it shall be limited to direct damages only, which shall include:
– the reasonable costs to determine the cause and extent of the (direct) damage;
– the reasonable costs incurred to make the User’s defective performance conform to the agreement, insofar as they can be attributed to the User;
– the reasonable costs incurred to prevent or limit damage, to the extent that the Other Party demonstrates that these costs led to a limitation of direct damage.
8.3 User shall never be liable for indirect damage, including but not limited to consequential damage (in the broadest sense of the word), loss of profit or income, missed savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend beyond that permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
8.4 If the User should be liable for any damage, the User’s liability is limited to a maximum of the purchase amount of the good, which is the cause of the damage.
Article 9: Force Majeure
9.1 The User will not be obliged to fulfill any obligation towards the Other Party if it is hindered from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted practice.
9.2 In addition to what is understood in law and jurisprudence in this respect, force majeure shall be understood to mean all external causes, foreseen or unforeseen, which are beyond the User’s control, but as a result of which the User is unable to (continue to) fulfil his obligations, including, but not limited to, strikes, excessive absenteeism of personnel or auxiliary persons of the User, transport difficulties, fire, government measures, including in any case import, export and delivery bans, quota restrictions and operational failures at our company or our suppliers, as well as default by our suppliers.or our suppliers, political problems leading to supply stagnation, as well as default by our suppliers.
9.3 The User is entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after the User should have fulfilled its obligation.
9.4 User may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, then either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
9.5 If at the time of the occurrence of force majeure the User has already partially fulfilled its obligations under the agreement or will still be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the User will be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party will be obliged to pay this invoice as if it were a separate agreement.
Article 10: Limitation period
10.1 Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses of the Other Party against the User and the third parties involved in the execution of an agreement is one year. If the Other Party does not take legal action within 1 year after he could reasonably have known of its existence, the right of action will be time-barred and the authority to do so will lapse.
10.2 The aforementioned does not apply to legal claims and defenses based on the assertion that the delivered good(s) do not comply with the agreement. Such claims and defenses shall be barred mutatis mutandis by the lapse of two years after the Other Party has notified the User of such non-conformity.
Article 11: Indemnification
11.1 The Other Party indemnifies the User against claims from third parties, who suffer damage in connection with the execution of the agreement and/or the use of the delivered goods and the cause of which is attributable to parties other than the User.
11.2 Should the User be held liable by third parties for that reason, the Other Party will be obliged to assist the User both in and out of court and immediately do all that may be expected of him in that case.
11.3 Should the Other Party fail to take adequate measures, the User will be entitled, without notice of default, to take such measures itself. All costs and damages resulting from this on the part of the User and third parties will be entirely at the Other Party’s expense and risk.
Article 12: Applicable law and disputes.
12.1 All legal relationships concluded between the Other Party and the User are governed by Dutch law, even if an obligation is fully or partially performed abroad and/or if the party involved in the legal relationship is domiciled and/or has its (registered) office abroad. 12.2 The applicability of the Vienna Sales Convention is excluded.
12.3 The District Court of Amsterdam has exclusive jurisdiction to take cognizance of all disputes arising from agreements or legal relationships concluded between the User and the Other Party. In order to avoid unnecessary legal costs, the parties shall make every effort to settle any dispute arising in mutual consultation out of court.