General terms & conditions

General Terms and Conditions PARTSGROUP BV (Spa service Center, Mijnspashop, Spa Parts and Service)

Article 1: Definitions

In these Terms and Conditions, the terms below will be defined as follows, unless explicitly stated otherwise.

• The Seller : Partsgroup BV., the user of the general conditions, the seller;

• The Buyer : the Seller’s counterparty, the buyer;

• Agreement : the agreement between the Seller and the Buyer.

  Article 2: General

  2.1 These General Terms and Conditions will apply to every offer, quotation and Agreement between the Seller and the Buyer, to the extent that the parties do not expressly deviate from these General Terms and Conditions in writing.
  2.2 The current General Terms and Conditions will furthermore apply to all Agreements with the Seller for the performance of which the Seller engages the services of third parties.

  2.3 Any deviations from these General Terms and Conditions will only be valid if those deviations have been explicitly agreed in writing.
  2.4 The applicability of any terms and conditions of the Buyer is hereby explicitly excluded.
  2.5 If the Seller concludes Agreements with the Buyer more than once, the present Terms and Conditions will apply to all subsequent Agreements, irrespective of whether or not same have been explicitly declared applicable.

  2.6 If one or more provisions of these General Terms and Conditions are null and void or are nullified, the remaining provisions of these General Terms and Conditions will continue to apply.

  Article 3: Offers, Quotations and Agreements

  3.1 All offers, whatever their form, will be valid for a period of 30 days after the offer date, unless another term for acceptance is stated in the offer.
  3.2 Agreements to which the Seller is a party will only be presumed to have been concluded:
  a) following the signing by both parties of an Agreement drawn up for that purpose, and from the day of the signing; or

  b) following receipt and approval of the written notice of acceptance by the Buyer of an offer made by the Seller;
  c) in the absence of which the conclusion will be considered to have taken place when the goods to be supplied are transferred to the Buyer.

  3.3 If a natural person concludes an Agreement on behalf or for the account of the Buyer, he or she must be deemed to declare – by signing the Agreement – that he or she is authorised to do so. This person, in addition to the Buyer, will be jointly and severally liable for all obligations ensuing from the Agreement.
  3.4 In the event of an oral Agreement, the invoice will be deemed to contain a correct and complete representation of the Agreement, unless a complaint is lodged within 48 hours of the invoice date.

  3.5 The Buyer will receive an order confirmation. Deviations from the order confirmation may only be made after the Seller has issued its written approval of same.
  3.6 If, during the performance of the work, the Seller receives a verbal order for contract extras from the Buyer or from one of the Buyer’s employees or representatives, and the Buyer has accepted or at least not objected to such contract extras after their completion, the Seller may assume that the contract extras were performed at the Buyer’s explicit request subject to the prices and rates applied by the Seller.

  3.7 The Seller reserves the right to refuse an order without stating its reasons for doing so. The Seller will be entitled to determine the minimum quantity of the goods it will deliver.
  3.8 If the acceptance by the Buyer deviates from the offer included in the quotation, the Seller will not be bound to that acceptance. In that case, the Agreement will not be concluded in accordance with that deviating acceptance, unless the Seller states otherwise.

  3.9 The prices stated in the offers/catalogues/price lists will be stated on the basis of delivery at the Buyer’s address, in euro, and exclusive of Dutch VAT, government levies, transport costs, export levies, insurance costs, loading costs, packaging costs and handling expenses, unless the parties have explicitly agreed on provisions to the contrary.

  3.10 The Seller is entitled to change the prices and product specifications in its offers at any time.
  3.11 The Seller may pass on any price rises after two months, in the event that, between the time of the offer/acceptance and the delivery, a VAT increase or another statutory or cost-price increase of more than 5% has occurred.
  3.12 Discounts may only be agreed in writing.
  3.13 A composite quotation will not oblige the Seller to perform part of the assignment for a corresponding

part of the stated price.
3.14 Offers or quotations will not apply to follow-up orders.

Article 4: Models/Illustrations

4.1 The models, illustrations, figures, measurements, weights or descriptions included in catalogues/offers/ advertisements/price lists must be deemed to be a mere indication.
4.2 If the Buyer has been shown a model, same should be presumed to have been shown as an indication only, unless it has been explicitly agreed that the goods to be delivered will be completely identical.

4.3 If the Agreement provides for dimensional or other specifications, these should also be presumed to be indicative only, unless they are necessary for the activities to be performed.

Article 5: Test Shipments

5.1 If agreed, the Seller may ship goods to the Buyer for an established testing period. The test shipment will constitute an offer and will oblige the Buyer to treat the goods with all due care. Unless otherwise agreed, the test shipments may not be used, but merely tested to determine their suitability.
5.2 All test shipments supplied by the Seller will remain the Seller’s property. The Buyer bears the entire risk of loss or harm to the test shipment.
5.3 Unless otherwise agreed, the Buyer will be obliged to immediately return the goods to the Seller after the test period has elapsed.
5.4 If the goods returned are damaged and the Seller, after inspecting the goods, determines that they are unsuitable for sale, the Buyer will be obliged to pay the Seller the sale price of the goods.

Article 6: Performance of the Agreement

6.1 The Seller will accept the order subject to the reservation that permits, exemptions and allocations necessary for the work, which the Buyer will handle, are granted before the work commences.
6.2 The Buyer will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Such performance will be delivered on the basis of current state-of-the- art technology.
6.3 The Seller reserves the right to replace any material with an equivalent or superior material.
6.4 If and in so far as necessary for a satisfactory performance of the agreement, the Seller will be entitled to engage third parties for certain activities.
6.5 If the Buyer has reserved the right to supply certain materials and/or to perform certain parts of the work, the Buyer will be liable for any non-timely supply or performance in that connection.
6.6 The Buyer will ensure that all information and permits which the Seller indicates are necessary or which the Buyer should reasonably understand are necessary for the performance of the Agreement are provided to the Seller in good time. If the data necessary for the performance of the agreement are not issued to the Seller on time, the Seller will be entitled to suspend the performance of the agreement and/or to charge the Buyer for the extra costs arising from the delay in accordance with the usual rates.
6.7 The Seller will not be liable for any harm or loss, of whatever nature, resulting from the fact that the Seller has acted on the basis of incorrect and/or incomplete data provided by the Buyer, unless the Seller should have been aware of this incorrectness or incompleteness.
6.8 In the event that the commencement or the progress of the work is delayed due to factors for which the Buyer is responsible, the Buyer will compensate the Seller for any harm, loss or expenses ensuing from the delay.

Article 7: Delivery

7.1 Delivery will be effected to the Buyer’s address, unless the parties agree otherwise.
7.2 The Buyer will be obliged to take delivery of the goods at the time that the Seller delivers same to it or has same delivered to it by third parties, or at the time at which the goods are made available to it pursuant to the Agreement.
7.3 If the Buyer refuses to take delivery of the goods or has neglected to provide information or instructions that are necessary for the delivery, the Seller will be entitled to store the goods at the Buyer’s expense and risk. If the refusal to take delivery lasts longer than 1 month, the Seller will be entitled to sell the goods and to recoup any harm, loss or expenses from the Buyer.
7.4 If the goods are delivered or retrieved, the Seller will be entitled to charge the Buyer for any related transport costs associated with these activities.
7.5 If the Seller requires information from the Buyer within the context of the Agreement’s performance, the delivery period will commence after the Buyer has made such information available to the Seller.
7.6 If the Seller has stated a delivery deadline, such deadline must be considered indicative. A stated delivery deadline should therefore under no circumstances be treated as a firm deadline. If a deadline is exceeded, the Buyer must give the Seller written notice of default and grant it a reasonable period of time to meet its obligations.

Article 8: Transport and Storage

8.1 If and to the extent that a third party assumes responsibility for the transport, dispatch, etc., and the Buyer has issued no further instructions to the Seller in this respect, the Seller will determine how these activities will be arranged. Unless the parties have agreed otherwise, the Buyer will accept all risks in this respect, including any negligence or omission on the carrier’s part.

8.2 Any specific wishes on the Buyer’s part regarding transport or dispatch will only be complied with if the Buyer declares that it will bear any extra costs associated with those wishes.
8.3 The Buyer is obliged to duly observe the Seller’s instructions and requirements concerning the method of storage. Any warranty or liability will lapse if the goods supplied are used incorrectly.

Article 9 Inspections, Complaints

9.1 The Buyer will be obliged to inspect the delivered goods, or have others do so, at the time of delivery or transfer. In so doing, the Buyer must investigate whether the quality and quantity of the delivered goods correspond with the agreements made, or in any event meet the requirements set in that respect in standard business practice.

9.2 Any visible shortfalls or defects must be reported to the Seller immediately upon delivery and/or transfer, as well as noted on the bill of lading or transport document. Shortfalls that are not visible must be reported in writing within 48 hours of their discovery unless the parties have agreed otherwise.
9.3 The Seller will not process any complaints regarding visible defects that are not listed on the bill of lading or regarding defects that are not visible and are not reported in writing within the term set for doing so. The Seller must be given the opportunity to investigate any complaints submitted.

9.4 If complaints are submitted on time and the Seller finds such complaints to be valid, the Seller will correct or repair the defects within a reasonable period of time. The Buyer, however, will remain obliged to pay for the work performed and goods purchased.
9.5 In the event that no timely complaint is submitted or in the event that the Buyer has begun using the goods delivered, the goods will be deemed to have been delivered in sound condition.
9.6 If the Buyer wishes to return defective items, this must be done exclusively with the Seller’s advance written permission and in the manner prescribed by the Seller.

Article 10: Payment

10.1 Payment must be made in advance. If the parties have agreed to an advance invoice or a payment term of within 14 days of the invoice date, the payment must be made, in euro, to an account specified by the Seller, unless the parties have agreed otherwise. Objections to the amounts stated in invoices will not suspend the relevant payment obligation.

10.2 Deliveries or orders through the web shop will only be made after advance payment of the full purchase price has been received in the manner specified on the web site.
10.3 If the Buyer fails to effect payment within the agreed term, the Buyer will be in default by operation of law. In that event, the Buyer will owe 1.5 % in interest per month or part of a month, unless the statutory interest rate or the statutory commercial interest rate is higher, in which case the highest interest rate will apply. The interest on the payable amount will be calculated from the time that the Buyer is in default until the time of full payment.
10.4 If the Buyer is wound up, is declared bankrupt or files for bankruptcy, is admitted to statutory composition pursuant to the Dutch Natural Persons Composition Act [Wet schuldsanering natuurlijke personen], is placed under guardianship, dies, or the Buyer’s enterprise is transferred or discontinued, an attachment is levied against the Buyer or the Buyer is granted a suspension of payments, provisional or otherwise, the Seller’s claims in respect of the Buyer will become immediately exigible.
10.5 Payment must be made to the Seller, unless the Seller has transferred or pledged its claim against the Buyer to a third party. If this is the case, the Seller will inform the Buyer that it will receive discharge of its payment obligation if it effects payment to that third party.
10.6 Payments will first be used to cover the costs, then to cover any interest due and finally to cover the principal sum and the accrued interest.

Article 11: Retention of Title

11.1 All materials, systems and other items supplied by the Seller, either processed or unprocessed, will remain its property until the Buyer has fulfilled all the obligations arising from the agreements concluded with the Seller.
11.2 The Buyer is obliged to properly ensure all goods with which it is supplied.
11.3 The Buyer is not entitled to sell, pledge or otherwise encumber any goods covered by the retention of title.
11.4 If third parties levy an attachment on the delivered goods subject to the retention of title or wish to create or enforce rights to same, the Buyer will be obliged to inform the Seller thereof as soon as possible. 11.5 Should the Seller wish to exercise its proprietary rights as referred to in this Article, the Buyer hereby

grants the Seller or any third parties to be designated by the Seller its unconditional and irrevocable permission to enter those places where the Seller’s property is located and to recover those goods as well as any related costs – including transport costs – which costs are to be borne by the Buyer.

Article 12: Warranty

12.1 The goods supplied by the Seller will be in accordance with the requirements and specifications set by Dutch law.
12.2 This warranty will be limited to:

manufacturing defects and will therefore not include any harm or loss resulting from wear and tear, improper, negligent or inexpert use or faulty or improper processing, handling, maintenance or storage;

the repair or replacement of the good;

the expressly agreed term, with due observance of the provisions applicable in accordance with Article 12.4. If no term is agreed, the product will not be covered by a warranty.
12.3 This warranty will lapse:
- if the Buyer or a third party adapts, alters or changes the goods supplied;

- if the goods supplied are resold, unless the parties have expressly agreed otherwise; - if the goods are used for a purpose other than that indicated.
12.4 This warranty will in all cases be limited to the manufacturer’s warranty.
12.5 Goods supplied at a reduced price will not be covered by the warranty.

12.6 As long as the Buyer fails to perform its obligations ensuing from the Agreements concluded between the parties, it cannot invoke this warranty.
12.7 Warranty on any item starts from the date of the receipt. All electrical parts must be installed by a professional and trained spa mechanic. Incorrect installation may invalidate warranty.

Article 13: Passing of Risk

The risk with respect to the loss of or harm to the material and other goods supplied will pass to the Buyer at the time at which same goods are legally and/or actually delivered to the Buyer and have thus come under the Buyer’s control or under that of a third party designated by the Buyer.

Article 14: Collection Costs

14.1 If the Buyer is in breach of contract or in default of performing its obligations or performing same in time, all reasonable costs incurred in obtaining extrajudicial payment will be borne by the Buyer. The Buyer will in any case owe collection costs in the event of a financial claim. The collection costs will be calculated in accordance with the collection rate recommended by the Dutch Bar Association [Nederlandse Orde van Advocaten] in collection cases, subject to a EUR 350 minimum.
14.2 If the Seller has incurred higher costs which were reasonably necessary, those costs will also qualify for compensation. Any reasonable judicial and enforcement costs will also be charged to the Buyer.

Article 15: Suspension and Dissolution

15.1 The Seller will be entitled to suspend performance of its obligations or to dissolve the Agreement if:
- the Buyer fails to perform the obligations ensuing from the Agreement or fails to perform them in good time or in full;
- circumstances of which the Seller has learned following the Agreement’s conclusion provide good reason for fearing that the Buyer will not perform its obligations, or will not perform same in good time or in full; there is good reason to fear that the Buyer will only perform its obligations in part or will not perform such properly, suspension will be permitted only to the extent that such is justified by the relevant failure; or
- the Buyer was requested upon the Agreement’s conclusion to provide security for the performance of its obligations ensuing from same Agreement and such security has not been provided or is insufficient. As soon as security has been provided, the entitlement to suspend will lapse, unless the performance has been unreasonably delayed as a result.
15.2 In addition, the Seller will be entitled to dissolve the Agreement or have it dissolved if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required pursuant to standards of fairness and reasonableness, or if any other circumstances arise of such a nature that continued unamended maintenance of the Agreement can no longer reasonably be expected.
15.3 If the Agreement is dissolved, the Seller’s claims against the Buyer will become immediately due and payable. If the Seller suspends the performance of its obligations, it will retain its rights and claims pursuant to the law and the Agreement.
15.4 The Seller will at all times retain the right to claim damages.

Article 16: Cancellation

16.1 If, following the conclusion of an Agreement, the Buyer wishes to cancel same, 10% of the order price (including Dutch VAT) will be charged in cancellation costs, without prejudice to the Seller’s right to full

damages, including loss of profit.
16.2 If, in the event of cancellation, the Buyer refuses to purchase goods already acquired by the Seller, whether or not treated or processed, the Buyer will be obliged to pay the Seller all resulting costs.
16.3 Cancellation must be effected in writing by e-mail or fax.

Article 17: Packaging

17.1 If the Seller provides durable packaging materials, the Buyer will be obliged to return the packaging material empty, cleaned and undamaged within 30 days.
17.2 Third-party packaging will not be accepted.
17.3 All costs of repairing, replacing and cleaning packaging materials will be charged to the Buyer. The Seller will charge the Buyer EUR 25 for every week that the Buyer exceeds the term for returning the packaging material.

17.4 The parties may also agree on a deposit which will be returned to the Buyer upon its return of the packaging materials. The Buyer will be charged the returnable deposit upon delivery. After the Seller has established that the packaging was returned on time and that the returned packaging is in good condition, the Buyer will receive a credit note from the Seller. The Buyer will not be permitted to set off deposits against outstanding invoices.

Article 18: Liability

18.1 If goods supplied by the Seller are defective, the Seller’s liability to the Buyer will be limited to the provisions set forth in these General Terms and Conditions under the heading ‘Warranty’.
18.2 If the Seller is liable for direct loss or harm, that liability will be limited to the amount paid out by its insurer, or in any case to the invoice amount, or in any case that part of the Agreement to which the liability relates.

18.3 The Seller will under no circumstances be liable for any indirect loss or harm, including consequential loss or harm, loss of turnover and profit, loss of savings and any loss or harm due to an interruption in business operations.
18.4 The Seller will under no circumstances be liable for any deterioration of the good due to improper storage, processing, use or maintenance by the Buyer or a third party.

18.5 The Buyer will indemnify the Seller against any claims of third parties that may incur loss or harm relating to the performance of the Agreement and which is attributable to the Buyer.
18.6 The Seller will under no circumstances be liable for loss or harm ensuing from incorrect use of the good, from use that is not in accordance with the instructions for use or from use for a purpose other than that for which the good is intended.

18.7 The Seller will under no circumstances be liable for loss or harm ensuing from any advice given. Advice will always be given on the basis of the facts and circumstances known to the Seller and of mutual consultations, in which respect the Seller will always use the Buyer’s intention as a guideline and starting point.

18.8 The Buyer should ascertain in advance whether the purchased goods are suitable for the purpose for which it intends to use same. Should it emerge in retrospect that the purchased goods are not suitable for their intended use, the Seller cannot be held liable for any ensuing harm or loss.
18.9 The limitations of liability with respect to direct harm or loss set forth in these General Terms and Conditions will not apply if the loss or harm is attributable to an intentional act or omission or gross negligence on the part of the Seller or its employees.

Article 19: Force Majeure

19.1 Either party will not be obliged to fulfil any obligation if it is prevented from doing so due to a circumstance which cannot be attributed to gross negligence or an intentional act or omission on its part, and which is also not for its account pursuant to the law, a juristic act or generally prevailing opinion.
19.2 In these General Terms and Conditions, the term ‘force majeure’ must be taken to mean, in addition to its meaning pursuant to the law and legal precedents, all external causes, foreseen or unforeseen, which are beyond the Seller’s control, but as a result of which the Seller is unable to perform its obligations. Labour strikes at the Seller’s company, sit-ins, power and operational failures, computer failures, fire damage, water damage, theft, transport problems, riots, acts of war, governmental measures, import and export problems, sales embargos, traffic stoppages and delays in the delivery of goods or breaches on the part of suppliers, as well as staff absences due to illness, are all included in this definition.
19.3 In addition, the Seller will be entitled to invoke force majeure if the circumstance preventing performance, or further performance, arises after the Seller should have performed the relevant obligation. 19.4 The parties may suspend the obligations ensuing from the Agreement while the situation of force majeure lasts. If this period lasts longer than two months, either party will be entitled to dissolve the Agreement without being obliged to pay the Buyer damages.
19.5 Insofar as the Seller has partly performed or is able to partly perform its obligations under the Agreement at the time that the situation of force majeure arises, and that part performed or to be performed

is of independent value, the Seller will be entitled to invoice the part performed or to be performed separately. The Buyer will be obliged to pay that invoice as if it pertained to a separate agreement.

Article 20: Intellectual Property and Copyrights

20.1 Without prejudice to the provisions of these General Terms and Conditions, the Seller will retain the rights and powers vested in it pursuant to the Dutch Copyright Act [Auteurswet] and intellectual property law. 20.2 The Buyer will not be permitted to make changes to the work or the goods, unless agreed otherwise in writing or if the nature of the goods supplied dictates otherwise.
20.3 Unless otherwise agreed, any designs, brochures, sketches, drawings, samples and models provided by the Seller in the context of the Agreement will remain the Seller’s property, irrespective of whether they have been made available to the Buyer or to third parties. Such items may not be reproduced, made public or be brought to the notice of third parties without the Seller’s prior permission, unless the contrary ensues form the nature of the documents and items provided.
20.4 The Seller will retain the right to use any knowledge acquired during the performance of the work for other purposes, to the extent that this does not involve making confidential information available to third parties.

Article 21: Confidentiality

21.1 Each party will be obliged to observe confidentiality regarding all confidential information that it receives from the Buyer or from some other source in the context of the Agreement. Information will be considered confidential if it has been designated as such by the relevant party or if its confidential nature ensues from the nature of the information.

21.2 In the event that the Seller is obliged pursuant to a statutory provision or a judicial decision to provide third parties designated by law or by the competent court with confidential information and the Seller is unable to invoke a right to decline to give information acknowledged or allowed by law or by the competent court, the Seller will not be obliged to compensate the Buyer or pay it damages and the Buyer will not be entitled to dissolve the agreement on the basis of any harm or loss that may have arisen as a consequence.

Article 22: Disputes

The competent court in the city or town where the Seller has its registered office will be competent to take cognisance of any disputes, to the exclusion of all other courts. Nevertheless, the Seller will be entitled to submit any disputes to the competent court according to the law or to submit such to an arbitration board.

Article 23: Applicable Law

All Agreements between the Seller and the Buyer will be governed by Dutch law.

Article 24: Filing of these Terms and Conditions

These General Terms and Conditions have been filed at the offices of the Oost-Brabant Chamber of Commerce under number 73957291.

Disclaimer: Typographical errors

All prices and offers are subject to typographical errors.