Terms and conditions

Terms and conditions BNfitness

Email: info@bnfitness.nl

website: www.bnfitness.nl

Definitions

  1. BNfitness : BNfitness, established at De Corantijn 43L under Chamber of Commerce no. 78551021.
  2. Customer: the person with whom BNfitness has entered into an agreement.
  3. Parties: BNfitness and customer together.
  4. Consumer: a customer who is also an individual and acts as a private person.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of BNfitness.
  2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
  3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Parties

  1. All prices used by BNfitness are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
  2. All prices that BNfitness uses for its services and products, on its website or otherwise made known, BNfitness can change at any time.
  3. The parties agree on a total amount as target price for a service provided by BNfitness, unless the parties have explicitly agreed on a fixed price in writing, which cannot be deviated from.
  4. BNfitness is entitled to deviate up to 10% from the target price.
  5. If the target price is more than 10% higher, BNfitness must inform the customer in good time why a higher price is justified.
  6. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price increased by 10%. 
  7. BNfitness has the right to adjust the prices annually.
  8. BNfitness will communicate price adjustments to the customer prior to their implementation.
  9. The consumer has the right to terminate the agreement with BNfitness if he does not agree with the price increase. 

Payments and payment term

  1. When entering into the agreement, BNfitness may require a down payment of up to 50% of the agreed amount.
  2. The customer must make payments afterwards within 7 days after delivery. 
  3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount no later than on the last day of the payment term, he is legally in default and in default, without BNfitness having to send the customer a reminder or to give notice of default.
  4. BNfitness reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Payments and payment term

  1. If the customer does not pay within the agreed term, BNfitness is entitled to charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the customer is in default. whereby part of a month is counted as a whole month.
  2. When the customer is in default, he is also due to pay extrajudicial collection costs and any compensation to BNfitness.
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
  4. If the customer does not pay on time, BNfitness may suspend its obligations until the customer has fulfilled its payment obligation.
  5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of BNfitness against the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the implementation of the agreement by BNfitness, he is still obliged to pay the agreed price to BNfitness. 

Right of advertising

  1. As soon as the customer is in default, BNfitness is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
  2. BNfitness invokes the right of recovery by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right of recovery, the customer must immediately return the products to which this right relates to BNfitness, unless the parties make other agreements about this.
  4. The costs of returning or returning the products are the responsibility of the customer.

Right of withdrawal

  1. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
  • the product has not been used 
  • it is not a product that can spoil quickly, such as food or flowers
  • it is not a product specially tailored or modified for the consumer
  • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
  • the seal is still intact, in the case of data carriers with digital content (DVDs, CDs, etc.)
  • the product or service does not concern accommodation, travel, restaurant business, transport, catering assignment or form of leisure activity
  • the product is not a loose magazine or newspaper
  • it does not concern an (order for) urgent repair
  • it does not concern betting and/or lotteries
  • the consumer has not waived his right of withdrawal
  • it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days reflection period and where the customer has explicitly stated that he waives the right of withdrawal.

      2. The costs for delivery are only borne by BNfitness insofar as the entire order is returned.

Reimbursement of return costs

If the consumer invokes his right of withdrawal and returns the entire order on time, the costs for returning the entire order will be borne by the consumer. 

Right of suspension

Unless the customer is a consumer, the customer waives the right to advance the performance of any obligation arising from this agreement.

right of retention

  1. BNfitness can invoke its right of retention and in that case keep products of the customer until the customer has paid all outstanding invoices with regard to BNfitness, unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to BNfitness.
  3. BNfitness is never liable for any damage that the customer may suffer as a result of using his right of retention.

Settlement 

Unless the customer is a consumer, the customer waives his right to set off a debt to BNfitness against a claim against BNfitness.

Retention of title 

  1. BNfitness remains the owner of all delivered products until the customer has fully fulfilled all his payment obligations towards BNfitness on the basis of whatever agreement concluded with BNfitness, including claims with regard to shortcomings in performance.
  2. Until that time, BNfitness can invoke its retention of title and take back the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
  4. If BNfitness invokes its retention of title, the agreement is deemed to have been dissolved and BNfitness has the right to claim compensation, lost profit and interest.

Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at BNfitness, unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address indicated by the customer.
  4. If the agreed amounts are not paid or not paid on time, BNfitness has the right to suspend its obligations until the agreed part has been paid. 
  5. In the event of late payment, there is creditor default, with the result that the customer cannot invoke a late delivery against BNfitness.

Delivery time 

  1. The delivery times stated by BNfitness are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time commences when the customer has fully completed the (electronic) ordering process and has received (electronic) confirmation of this from BNfitness.
  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless BNfitness cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise.

Actual delivery 

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transportation costs

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which BNfitness cannot be held liable for any damage. .
  2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or the packaging to BNfitness prior to transport, failing which BNfitness cannot be held liable for any damage.

 Insurance

  1. The customer undertakes to insure the following items sufficiently and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
  • delivered goods that are necessary for the implementation of the underlying agreement
  • items of BNfitness that are present at the customer
  • goods that have been delivered under retention of title

       2. At BNfitness’s first request, the customer will provide the policy of these insurance policies for inspection.

custody

  1. If the customer does not purchase ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs resulting from a premature or late purchase of products will be fully borne by the customer.

Guarantee

  1. If the parties have entered into an agreement of a service nature, this only contains an obligation of best efforts for BNfitness and therefore no obligation of result.
  2. The warranty with regard to products only applies to defects caused by faulty manufacturing, construction or material.
  3. The guarantee does not apply in the case of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined. 
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties passes to the customer at the time when they are legally and/or actually delivered, or at least come under the control of the customer or of a third party. third party who receives the product on behalf of the customer.

Execution of the agreement

  1. BNfitness executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. BNfitness has the right to have the agreed services (partially) performed by third parties.
  3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.

Information provision by the customer

  1. The customer shall make all information, data and documents relevant to the correct implementation of the agreement available to BNfitness in a timely manner and in the desired form and manner. 
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
  3. If and insofar as the customer requests this, BNfitness will return the relevant distinctions.
  4. If the customer does not make the information, data or documents reasonably required by BNfitness available, or does not timely or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Duration of the agreement regarding a service

  1. The agreement between BNfitness and the customer regarding a service or services is entered into for a period of 1, 2, 3 or 6 months, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing. 
  2. After the term referred to in paragraph 1 of this article has expired, the agreement will be tacitly converted into an agreement for an indefinite period, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 (one) month, as a result of which the agreement ends by operation of law.
  3. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give BNfitness written notice of default.

Cancel contract service for a definite period of time

  1. The customer or consumer cannot cancel an agreement for a service that has been entered into for a definite period of time before 1 (one) year.
  2. After the minimum term of 1 (one) year has expired, the aforementioned agreement can be terminated by a consumer with due observance of a notice period of 3 months.
  3. After the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer with due observance of a notice period of 1 (one) month.
  4. If the agreement regarding a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.

Intellectual property

  1. BNfitness retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
  2. The customer may not copy or have copied, show to third parties and/or make the said intellectual property rights available or use them in any other way without prior written permission from BNfitness.

confidentiality

  1. The customer keeps any information (in whatever form) that he receives from BNfitness confidential.
  2. The same applies to all other information regarding BNfitness of which the customer knows or can reasonably suspect that it is secret or confidential, or of which he can expect that the dissemination thereof can harm BNfitness.
  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
  4. The confidentiality obligation described in this article does not apply to information:
  • which was already public before the customer learned of this information or which subsequently became public without this being the result of a breach of the customer’s duty of confidentiality
  • that is made public by the customer on the basis of a legal obligation

5. The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

penalty clause

  1. If the other party violates the article of these general terms and conditions on secrecy or on intellectual property, he forfeits an immediately payable fine for each violation on behalf of the trade name.
  • if the other party is a consumer, this fine is €1000
  • if the other party is a legal entity, this fine is €5,000

2. In addition, the other party will forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.

3. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage.

4. The forfeiture of the fine referred to in the first paragraph of this article does not affect BNfitness’s other rights, including its right to claim compensation in addition to the fine.

disclaimer 

The customer indemnifies BNfitness against all third-party claims related to the products and/or services supplied by BNfitness.

Complaints

  1. The customer must examine a product or service provided by BNfitness as soon as possible for any shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform BNfitness of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
  3. Consumers must inform BNfitness of this no later than 2 months after the discovery of the shortcomings.
  4. The customer provides a description of the shortcoming that is as detailed as possible, so that BNfitness is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to BNfitness being forced to perform other work than has been agreed.

Notice of default

  1. The customer must notify BNfitness of any notice of default in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches BNfitness (in time).

Joint and several liability customer

If BNfitness enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they owe to BNfitness under the agreements.

Liability BNfitness

  1. BNfitness is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
  2. If BNfitness is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
  3. BNfitness is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
  4. If BNfitness is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability is concerned.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and may lead to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Any right of the customer to compensation from BNfitness expires in any case 12 months after an event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right to dissolution

  1. The customer has the right to dissolve the agreement if BNfitness imputably fails in the fulfillment of his obligations, unless the shortcoming does not justify termination due to its special nature or because it is of minor significance.
  2.  If the fulfillment of the obligations by BNfitness is not permanently or temporarily impossible, a dissolution can only take place after BNfitness is in default.
  3. BNfitness has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if BNfitness has become aware of its circumstances that give it good grounds to fear that the customer will not fulfill its obligations. will not be able to perform properly.

Force of the majority

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of BNfitness in the fulfillment of any obligation towards the customer cannot be attributed to BNfitness in a situation independent of the will of BNfitness, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of his obligation cannot reasonably be expected from BNfitness.
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures: computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
  3. If a force majeure situation arises as a result of which BNfitness cannot fulfill 1 or more obligations towards the customer, those obligations will be suspended until BNfitness can meet them again.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
  5. BNfitness does not owe any (damage) compensation in a situation of force majeure, even if the force majeure situation has resulted in any advantage.

Change of general terms and conditions

  1. BNfitness is entitled to change or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time.
  3. BNfitness will discuss major substantive changes with the customer in advance as much as possible.
  4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

  1. The rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of BNfitness.
  2. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.

Consequences nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
  2. In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what BNfitness had in mind when drawing up the conditions on that point.

Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Dutch court in the district where BNfitness has its registered office / practice / office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Drafted on October 9, 2022.