General terms and conditions

Article 1 - Definitions

O2Stamina, established at, Chamber of Commerce number: , is referred to in these general terms and conditions as the seller.
The counterparty to the seller is referred to in these general terms and conditions as the buyer.
The parties are seller and buyer together.
The Agreement means the purchase agreement between the parties.

Article 2 - Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.

Article 3 - Payment

The full purchase price is always paid immediately in the webshop. In some cases, a deposit is required for reservations. In that case, the buyer will receive proof of the reservation and the prepayment.
If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend the buyer's obligations until the buyer has fulfilled their payment obligation.
If the buyer defaults, the seller will proceed with collection. The costs associated with this collection will be borne by the buyer. These collection costs are calculated based on the Decree on Compensation for Out-of-Court Collection Costs.
In the event of liquidation, bankruptcy, seizure or suspension of payments of the buyer, the seller's claims on the buyer are immediately due and payable.
If the buyer refuses to cooperate with the seller in carrying out the order, he is still obliged to pay the agreed price to the seller.

Article 4 - Offers, quotations and price

Offers are non-binding, unless a term of acceptance is specified. If the offer is not accepted within that term, it expires.
Delivery times in quotations are indicative and do not entitle the buyer to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
Offers and quotes do not automatically apply to repeat orders. Parties must explicitly agree to this in writing.
The price stated on offers, quotations and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5 - Right of withdrawal

Consumers have the right to cancel the agreement within 14 days of receiving their order without giving reasons (right of withdrawal). This period begins when the consumer receives the (entire) order.
There is no right of withdrawal if the products are custom-made according to your specifications or have a short shelf life.
The consumer can use a withdrawal form provided by the seller. The seller is obligated to provide this form to the buyer immediately upon request.
During the cooling-off period, the consumer will handle the product and its packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If they exercise their right of withdrawal, they will return the unused and undamaged product with all accessories supplied 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

If during the performance of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree to amend or supplement the agreement, the completion date may be affected. The seller will notify the buyer of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in an excess of this price.
By way of exception to 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 that can be attributed to him.

Article 7 - Delivery and transfer of risk

Once the purchased item has been received by the buyer, the risk passes from seller to buyer.

Article 8 - Investigation and complaints

The buyer is obligated to inspect the delivered goods at the time of delivery, but in any case as soon as possible. In doing so, the buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties agreed upon, or at least whether the quality and quantity meet the requirements that apply in normal (commercial) transactions.
Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to the seller within 10 working days after the date of delivery of the goods by the buyer.
If the complaint is found to be justified within the specified period, the seller has the right to either repair the goods, to re-deliver them, or to cancel the 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 held against the seller.
Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
After the goods have been processed by the buyer, no further complaints will be accepted.

Article 9 - Samples and models

If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication, without the item to be delivered necessarily corresponding to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
In agreements concerning immovable property, mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the item to be delivered having to correspond to it.

Article 10 - Delivery

Delivery is ex works/store/warehouse. This means that all costs are borne by the buyer.
The buyer is obliged to take delivery of the goods at the time the seller delivers them or has them delivered to him, or at the time the goods are made available to him in accordance with the agreement.
If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery time commences after the buyer has made this information available to the seller.
A delivery time specified by the seller is indicative only. This is never a deadline. If the delivery time is exceeded, the buyer must notify the seller in writing.
The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of partial deliveries, the seller is entitled to invoice these parts separately.

Article 11 - Force Majeure

If the seller is unable to fulfil his obligations under the agreement, or is unable to fulfil them in a timely manner or properly due to force majeure, he will not be liable for any damage suffered by the buyer.
Force majeure shall mean, in any event, any circumstance which 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 expected by the buyer, such as illness, war or threat of war, civil war and riot, molestation, sabotage, terrorism, power failure, flood, earthquake, fire, occupation of a company, 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 which the seller is dependent for the performance of the agreement do not meet their contractual obligations towards 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 its obligations to the buyer, those obligations will be suspended for as long as the seller cannot fulfill its 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, in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination is only possible by registered letter.

Article 12 - Transfer of rights

Rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision constitutes a clause with property law effect as defined in Article 3:83, paragraph 2, of the Dutch Civil Code.

Article 13 - Retention of title and right of retention

The goods in the seller's possession, as well as the delivered goods and parts, remain the seller's property until the buyer has paid the entire agreed price. Until then, the seller can invoke its retention of title and take back the goods.
If the agreed advance payments are not made or not paid on time, the seller has the right to suspend the work until the agreed portion has been paid. This constitutes default by the creditor. In that case, a late delivery cannot be held against the seller.
The seller is not authorised to pledge or otherwise encumber the items subject to his retention of title.
Seller undertakes to insure and keep insured the goods delivered to buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection upon first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, 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 of the buyer, the buyer's obligations become immediately due and payable.

Article 14 - Liability

Any liability for damages arising from or related to the performance of an agreement is always limited to the amount paid in the relevant case by the liability insurance policy(ies). This amount is increased by the deductible under the relevant policy.
The seller is not liable for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates.

Article 15 - Obligation to complain

The buyer is obligated to immediately report any complaints about the work performed to the seller. The complaint must contain as detailed a description of the deficiency as possible, so that the seller can respond adequately.
If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.

Article 16 - Guarantees

If the agreement includes warranties, the following applies. The seller guarantees that the goods sold conform to the agreement, that they will function without defects, and that they are suitable for the intended use of the buyer. This warranty is valid for a period of two calendar years after the buyer receives the goods sold.
The intended warranty is intended to establish a risk allocation between the seller and the buyer such that the consequences of a breach of a warranty are always entirely for the seller's account and risk, and that the seller can never invoke Article 6:75 of the Dutch Civil Code in connection with a breach of a warranty. The provisions of the previous sentence also apply if the buyer was aware of the breach or could have been aware of it through an investigation.
The stated warranty does not apply if the defect has arisen as a result of improper or inappropriate use or if - 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 an item produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17 - Intellectual property

O2Stamina reserves all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all products, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.
The customer may not use the aforementioned intellectual property rights without prior written consent of O2Stamina may be copied, shown to third parties and/or made available or used in any other way.

Article 18 - Amendment of general terms and conditions

O2Stamina is entitled to amend or supplement these general terms and conditions.
Minor changes may be made at any time.
Major substantive changes will Discuss O2Stamina with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a material change to the general terms and conditions.

Article 19 - Applicable law and competent court

Dutch law applies exclusively to any agreement between the parties.
The Dutch judge in the district where O2Stamina is located at O2Stamina and has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
If one or more provisions of these general terms and conditions are deemed to be unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.