Terms and Conditions
General Terms and Conditions of Sale and Delivery Universal Body & Mind Group B.V.
Article 1 – Applicability
1.1 These General Terms and Conditions of Sale and Delivery apply to every offer, quotation, agreement and all obligations arising therefrom between Universal Body & Mind Group and a Customer who acts in the exercise of his profession or business.
1.2 Deviations from these General Terms and Conditions of Sale and Delivery are only valid if they have been expressly agreed in writing by Universal Body & Mind Group and the Customer and only apply with regard to the specific agreement to which the deviations relate.
1.3 The applicability of any purchase or other conditions of the Customer is expressly rejected.
1.4 If one or more provisions in these General Terms and Conditions of Sale and Delivery are at any time in the opinion of the competent court wholly or partially invalid or should be annulled, the remainder of these General Terms and Conditions of Sale and Delivery will remain in full force and effect. In such a case, Universal Body & Mind Group and the Customer will enter into consultation to agree on new provisions to replace the void or voided provisions, taking into account the purpose and intent of the original provisions as much as possible.
Article 2 – Offers and quotations
2.1 Unless stated otherwise in writing, all offers and quotations of Universal Body & Mind Group are without obligation and can be revoked at any time, even if they contain a term for acceptance. Offers and quotations can also be revoked in writing by Universal Body & Mind Group within seven calendar days of receipt of acceptance, in which case no agreement has been concluded between the parties.
2.2 Changes in the range and composition of products are reserved. An offer or quotation lapses if the product to which the quotation or offer relates is no longer available in the meantime. Up-to-date information about this is available by telephone or e-mail.
2.3 After acceptance of the oral or written offer by the Customer, Universal Body & Mind Group will confirm the order in writing to the Customer.
Article 3 – Samples
3.1 Any samples, examples or models shown or provided are for indication only, unless it has been expressly agreed in writing that the products to be delivered will conform thereto. Deviations in structure, colour, grammage, size, quality, finish, moisture content, etc. are expressly reserved.
3.2 Slight differences between a sample, example or model shown or provided and the delivered batch cannot be a reason for rejection.
3.3 Universal Body & Mind Group reserves the right to invoice samples, samples or models provided and/or to reclaim the material if no purchase has been made.
Article 4 – Prices
4.1 All prices charged by Universal Body & Mind Group are based on the price-determining factors known at the time the offer or quotation was issued. The agreement is entered into on the basis of the price that Universal Body & Mind Group uses at the time of concluding the agreement. Up-to-date pricing information is available by phone or email.
4.2 All prices include standard packaging and exclude VAT and shipping costs, unless stated otherwise in writing by Universal Body & Mind Group. Special packaging costs are always at the expense of the Customer.
4.3 Universal Body & Mind Group reserves the right to change the prices or parts thereof for products that have not yet been delivered and/or not paid for after the conclusion of the agreement between Universal Body & Mind Group and the Customer, including in the event of – but not limited to – changes in price-determining factors such as raw material prices, materials, wages, taxes, production costs, currency exchange rates or if a legal price-determining factor gives rise to this.
Article 5 – Payment
5.1 Payment must be made – without deduction, discount or set-off – within 14 days of the invoice date, unless otherwise indicated in writing by Universal Body & Mind Group.
5.2 Objections to the amount of the invoice do not suspend the Customer's payment obligation.
5.3 If no payment or no full payment has been made within the agreed payment term, the Customer is in default by operation of law and will owe interest of 1% per (part of a) month from the invoice date on the outstanding amount, without notice of default being required. outstanding amount with a minimum of €50 and, without prejudice to the other rights accruing to Universal Body & Mind Group, all judicial and extrajudicial costs associated with the collection will be borne by the Customer. The extrajudicial costs are set at 15% of the outstanding amount with a minimum of €250.
5.4 In the event of payment default, Universal Body & Mind Group is entitled to suspend or dissolve the execution of the agreement and all related agreements.
Article 6 – Delivery & Delivery Time
6.1 Unless otherwise agreed, the products travel at the expense and risk of the Customer.
6.2 Universal Body & Mind Group undertakes towards the Customer to properly package the products (unless the nature of the products dictates otherwise) and to secure them in such a way that they reach their destination in good condition during normal transport.
6.3 The products will be delivered by or on behalf of Universal Body & Mind Group to the address indicated in the order or subsequently agreed.
6.4 The customer is obliged to receive the products at the first offer. If the Customer does not comply with this, all costs arising from this – including but not limited to the transport and storage of the products – will be borne by the Customer.
6.5 The delivery time is stated by Universal Body & Mind Group to the best of its knowledge, but is not binding and is never a strict deadline.
Article 7 – Force majeure
7.1 If Universal Body & Mind Group is unable to deliver (on time) as a result of force majeure, Universal Body & Mind Group has the right, at its discretion, to suspend delivery or to cancel delivery altogether.
7.2 Without prejudice to the provisions of Article 6:75 of the Dutch Civil Code, circumstances beyond the control of Universal Body & Mind Group shall be deemed to be force majeure, which are of such a nature that fulfillment of the agreement cannot reasonably be expected of Universal Body & Mind Group. Force majeure is in any case understood to mean war, danger of war and riots, obstructive measures by national and foreign governments, fire, natural disasters, strikes, breakage of machines and/or tools, lack of personnel, unavailability of transport and stagnation in supply.
7.3 If a force majeure situation occurs, Universal Body & Mind Group will consult with the Customer regarding any measures to be taken, which are intended to prevent or limit damage for both Universal Body & Mind Group and the Customer as much as possible.
7.4 In the event of suspension of delivery or complete renunciation of delivery by Universal Body & Mind Group due to force majeure, the Customer is not entitled to any compensation.
Article 8 – Complaints
8.1 The customer must examine whether the delivered products comply with the agreement upon or immediately after delivery.
8.2 Any visible defects must be notified in writing to Universal Body & Mind Group within 7 days of delivery, and non-visible defects immediately after discovery, but no later than 3 months after delivery.
8.3 The right of complaint lapses if the delivered item is no longer in the same condition as it was delivered.
8.4 Complaints about an invoice must be submitted in writing within 5 days of the invoice date.
8.5 With the expiry of the above-mentioned periods, the Customer is deemed to have approved and accepted the delivered goods or the invoices. After that, advertisements will no longer be processed by Universal Body & Mind Group.
8.6 Complaints expressly do not entitle the Customer to suspend its payment obligation.
Article 9 – Retention of title and transfer of risk
9.1 The ownership of the goods remains with Universal Body & Mind Group and only transfers when the Customer has paid the price, interest, costs, fines and compensation owed in respect of the delivered goods, including prior and subsequent delivery and including the Body & Mind Group will have paid any work performed or to be performed for the benefit of the Customer.
9.2 The Customer is obliged to keep the products delivered subject to retention of title with due care and as recognizable property of Universal Body & Mind Group. The risk with regard to damage, loss and/or depreciation of the products transfers to the Customer immediately after delivery of the products.
9.3 As long as the ownership of the delivered products has not passed to the Customer, the Customer is not authorized to encumber the products in any way, to pledge, to transfer them as security or to grant third parties any other right thereto, subject to the provisions of the following paragraph .
9.4 The Customer is allowed to sell and transfer the products delivered under retention of title to third parties in the normal course of its business, until the date of bankruptcy, suspension of payments, shutdown or liquidation of the Customer, under the obligation either to demand payment in cash from the third-party customer, or to deliver the goods subject to retention of title to the third-party customer, or to otherwise obtain security for payment for the third-party customer's goods.
When selling on credit, the Buyer is obliged to agree a retention of title in accordance with the provisions of this article. If the aforementioned obligations of the Customer are exceeded, the purchase price becomes fully and immediately due and payable. If, despite the foregoing, the Buyer of the goods acts contrary to the foregoing paragraphs, he is obliged to transfer the claim he acquires for this to Universal Body & Mind Group.
9.5 If the Customer fails to fulfill its payment obligations towards Universal Body & Mind Group or Universal Body & Mind Group has good reason to fear that it will fail to fulfill its obligations, Universal Body & Mind Group is entitled to accept the products delivered subject to retention of title, without further notice of default, to be taken back temporarily or permanently at its discretion. The Customer shall at all times, without requiring judicial intervention, give Universal Body & Mind Group the opportunity and grant free access to the site and/or buildings where the products are located in order to exercise the rights of Universal Body & Mind Group.
Article 10 – Non-performance
10.1 If, after the conclusion of the agreement, circumstances come to light that give Universal Body & Mind Group good grounds to fear that the Customer will not fulfill its obligations, Universal Body & Mind Group is authorized to suspend the fulfillment of its obligation. . Universal Body & Mind Group is authorized to require the Customer to provide sufficient security for the fulfillment of its full obligations.
10.2 If the Customer does not, not timely or not properly comply with any of its obligations arising from the agreement concluded with Universal Body & Mind Group, Universal Body & Mind Group is at all times entitled to the fulfillment of all its obligations towards the Customer. suspend or dissolve the agreement in whole or in part without notice of default and without judicial intervention, all this without prejudice to Universal Body & Mind Group's other rights, including the right to compensation.
10.3 In the event that one of the circumstances referred to in the previous paragraph occurs, all claims of Universal Body & Mind Group against the Customer will be immediately due and payable and Universal Body & Mind Group will also be entitled to suspend all other agreements with the Customer. or to dissolve.
10.4 Universal Body & Mind Group is entitled to dissolve the agreement immediately at the time that the Customer is declared bankrupt or is granted a suspension of payments, or shutdown and liquidation of the Customer or its company, as well as by attachment, entry into the Debt Restructuring Act, placed under guardianship or if the Customer otherwise loses the power to dispose of all or part of its assets, unless the bankruptcy trustee or the administrator acknowledges the obligations arising from the agreement between the Customer and Universal Body & Mind Group as estate debt.
Article 11 – Liability and indemnification
11.1 Universal Body & Mind Group's liability for direct damage in the event of non-performance, late performance or improper performance is limited to the amount of the invoice concerned.
11.2 The Universal Body & Mind Group is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
11.3 The limitation of liability above does not apply if the damage is the result of gross negligence or intent on the part of Universal Body & Mind Group.
11.4 Liability for damage will not exist if the Customer has concluded or could reasonably have concluded an insurance agreement with regard to the risk of this damage.
11.5 Without prejudice to the above, Universal Body & Mind Group is not liable if the damage has arisen because Universal Body & Mind Group has based on incorrect and/or incomplete information provided by or on behalf of the Customer, is attributable to intent and/or gross negligence and / or culpable acts or to injudicious or improper use of the delivered goods by the customer.
11.6 The Customer indemnifies Universal Body & Mind Group against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to someone other than Universal Body & Mind Group.
Article 12 – Applicable law and competent court
12.1 All agreements to which these General Terms and Conditions of Sale and Delivery have been declared applicable are governed by Dutch law.
12.2 The judge in the Noord-Holland district has exclusive jurisdiction to hear any disputes between the Customer and Universal Body & Mind Group, unless Universal Body & Mind Group chooses otherwise.
Universal Body & Mind Group B.V.