GENERAL TERMS AND CONDITIONS WEBSHOP (B2C) 

Article 1 - Definitions  

1. CalmActiva, located in Amsterdam, Chamber of Commerce number 91303230, is referred to in these general terms and conditions as the seller.  
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.  
3. Parties are the seller and buyer together.  
4. By the agreement is meant the purchase agreement between the parties.  

Article 2 - Applicability of general terms and conditions  

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

Article 3 - Payment  

1. 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.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.  
3. If the buyer defaults, 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.  
4. In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the seller's claims against the buyer shall be immediately due and payable. 
5. If the buyer refuses to cooperate with the execution of the assignment by the seller, he is still obliged to pay the agreed price to the seller.  

Artikel 4 - Offers, quotations and price  

1. Offers are non-binding, unless a deadline for acceptance is mentioned in the offer. If the offer is not accepted within the specified period, the offer will expire.  
2. Delivery times in quotes 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.  
3. Offers and quotes do not automatically apply to backorders. Parties must explicitly and in writing agree on this.  
4.  The price mentioned in offers, quotes, and invoices consists of the purchase price including the applicable VAT and any other government charges.  

Artikel 5 - Right of Withdrawal 

1. The consumer has the right to cancel the agreement without giving any reasons within 14 days of receiving the order (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer.  
2. There is no right of withdrawal when the products are made to order according to their specifications or are perishable. 
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon the buyer's request.       
4. During the reflection period, the consumer will handle the product and packaging with care. 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 retain the unused and undamaged product. If he exercises his right of withdrawal, he will return the unused and undamaged product along 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 it appears during the execution of the agreement that it is necessary to modify or supplement the work to be performed for a proper execution of the assignment, the parties shall timely and in mutual consultation adjust the agreement accordingly.  
2. If the parties agree that the agreement will be modified or supplemented, the completion time of the execution may be affected. The seller will inform the buyer as soon as possible.  
3.  If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.  
4. If the parties have agreed on a fixed price, the seller indicates to what extent the modification or addition to the agreement results in an exceeding of this price.  
5. In deviation from the provisions in the third paragraph of this article, the seller may not charge additional costs if the change or addition is the result of circumstances that can be attributed to him.  

Artikel 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.  

Artikel 8 - Research and complaints 

1.  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 investigate 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.  
2. Claims regarding damages, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days from the day of delivery of the goods. 
3.  In the event of a justified complaint within the stipulated period, the seller has the right to either repair, or deliver again, or to refrain from delivery and send the buyer a credit note for that part of the purchase price. 
4.  Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be attributed to the seller.  
5. Complaints regarding a specific product do not affect other products or components 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 be provided solely 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.  
2.  In agreements regarding real estate, the mention of the area or other dimensions and designations is also presumed to be intended merely as an indication, without the delivered item needing to correspond to it.  

Article 10 - Delivery 

1.  Delivery is made 'ex factory/store/warehouse'. This means that all costs are for the buyer.
2.  The buyer is obliged to take delivery of the goods at the moment the seller delivers or has them delivered to him, or at the moment these goods are made available to him according to the agreement.
3.  If the buyer refuses to accept delivery or is negligent in providing information or instructions necessary for the delivery, the seller is entitled to store the goods 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 needs the buyer's information for the execution of the agreement, the delivery time starts after the buyer has provided this information to the seller.
6. 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 of the default.
7. The seller is entitled to deliver the goods 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 

1. If the seller cannot, does not do so in a timely manner, or does not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
2. By force majeure, the parties understand in any case 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 performance 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, energy disruptions, flooding, earthquakes, fire, business occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business. 
3. 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 towards the seller, unless this is attributable to the seller.  
4. If a situation as described above occurs as a result of which the seller cannot fulfill his obligations towards the buyer, then those obligations will be 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.
5. 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 

1. 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 condition with property law effect as referred to in Article 3:83, second paragraph, Civil Code.  

Artikel 13 - Retention of Title and Right of Retention 

1. The items present with the seller and delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and reclaim the items.  
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 amount has been paid. In that case, there is a situation of creditor's default. A delayed delivery cannot be attributed to the seller in that case. 
3. The seller is not authorized to pledge the items that are subject to his retention of title nor to encumber them in any other way. 
4.  The seller is obliged 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.  
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 the right of retention. The goods will 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 payment by the buyer, the buyer's obligations shall become immediately due and payable.  

Article 14 - Liability  

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

Article 15 - Complaint Obligation 

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

Article 16 - Guarantees 

1. 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.  
2. 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 in relation to 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 by conducting research.  
3. 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 changes or attempted to make changes, or have used the purchased item for purposes for which it is not intended.  
4. 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 

1. CalmActiva 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, offers, images, sketches, models, prototypes, etc., unless the parties have agreed otherwise in writing.  
2. The customer may not copy, show to third parties, and/or make available or otherwise use the mentioned intellectual property rights without prior written consent from CalmActiva. 

Article 18 - Amendment of general terms and conditions 

1. CalmActiva is entitled to modify or supplement these general terms and conditions.  
2. Minor changes can be made at any time.  
3. Large substantive changes will be discussed with the customer by CalmActiva as much as possible in advance. 
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions. 

Artikel 19 - Applicable law and competent court 

1. law exclusively applies to every agreement between parties.
2. The Dutch court in the district where CalmActiva is located has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded. 
4. When in a legal procedure one or more provisions of these general terms and conditions are deemed unreasonably burdensome, the remaining provisions shall remain in full force.