Article 1 – Definitions
A. In these general terms and conditions, “House of Workouts B.V.” refers to the private limited liability company House of Workouts B.V., established and having its registered office at Herenstraat 55, 2271 CB Voorburg.
B. In these general terms and conditions, “counterparty” refers to the natural person or (private law) legal entity, as well as partnerships without legal personality, for whom House of Workouts B.V. manufactures, sells and/or delivers goods or renders services or performs work under the following general terms and conditions.
Article 2 – Applicability of These Terms
These terms and conditions apply to all offers made by House of Workouts B.V., agreements for the delivery and/or manufacture of goods and/or the rendering of services or performance of work, as well as to all deliveries and completions thereof, unless expressly agreed otherwise with House of Workouts B.V. References by counterparties to their own terms and conditions are not accepted by House of Workouts B.V.
Article 3 – Quotations
A. All offers, whether made by special quotation, in price lists, catalogues, stock listings or otherwise, are — unless expressly agreed otherwise — entirely without obligation.
B. All agreements, including those concluded through intermediaries whether or not employed by House of Workouts B.V., only come into effect after they have been confirmed in writing or verbally by House of Workouts B.V. or by a party expressly authorised to do so, or after they have been executed without prior order confirmation.
C. The written order confirmation is deemed to be correct and agreed upon, unless written objections are received by House of Workouts B.V. within 5 days of dispatch.
Article 4 – Amendments to the Agreement
A. If, after the order has been placed, amendments to its execution are requested, these must be communicated to House of Workouts B.V. in a timely and written manner. If such amendments are communicated verbally or by telephone, the risk of correct implementation lies entirely with the counterparty.
B. House of Workouts B.V. reserves the right to adjust the price in the event of amendments to the order.
C. Amendments made to an order already placed may result in House of Workouts B.V. exceeding the delivery time agreed upon prior to those amendments. House of Workouts B.V. bears no responsibility for such delays.
Article 5 – Execution of the Agreement
A. House of Workouts B.V. determines the manner in which the order is to be executed in its opinion. House of Workouts B.V. is entitled, without the counterparty’s consent, to outsource the order or parts thereof to, or have it performed by, third parties not employed by House of Workouts B.V., if this promotes, in its opinion, a proper or efficient execution of the order.
Article 6 – Information and Cooperation Obligations of the Counterparty
A. The counterparty shall ensure that all data which House of Workouts B.V. reasonably requires for the adequate execution of the order, as assessed by House of Workouts B.V., are made available to House of Workouts B.V. in the required form. The counterparty shall also provide all other necessary cooperation for the execution of the order.
B. House of Workouts B.V. has the right to suspend execution of the order until the counterparty has fulfilled the obligations referred to in the preceding paragraph.
Article 7 – Prices
A. The prices of House of Workouts B.V. are exclusive of delivery within the Netherlands to the counterparty’s business or home address. In the event of delivery elsewhere or abroad, at the request of the counterparty, the additional costs associated therewith shall be borne by the counterparty.
B. Price quotations are only provided on the basis of the prices applicable at the time the agreement is concluded.
Article 8 – Delivery
A. Delivery times are non-binding and are indicated only as approximations. Minor exceedance of the delivery time, which is not the result of intent or gross negligence on the part of House of Workouts B.V., shall never give rise to a claim for compensation, unless the counterparty has expressly stipulated that a strict deadline applies, or this clearly follows from the agreement.
B. From the moment of separation or delivery of goods for the benefit of the counterparty, this is done at the counterparty’s expense and risk.
C. If goods sold or services offered by House of Workouts B.V. are not accepted by the buyer or counterparty after being presented to them, for reasons not attributable to House of Workouts B.V., they shall remain available to the counterparty for 2 weeks. During this period, the goods are stored at the counterparty’s expense and risk. After the aforementioned period, House of Workouts B.V. has the right — at its discretion — either to demand performance of the agreement or to dissolve it without judicial intervention, without prejudice to House of Workouts B.V.’s right to claim damages from the buyer or counterparty.
Article 9 – Security
A. House of Workouts B.V. is at all times entitled, before commencing or continuing work and before delivering or continuing delivery, to demand sufficient security for the fulfilment of the counterparty’s payment obligations.
B. If the required security is not provided, or is provided insufficiently, or if the legal form of the counterparty has changed, House of Workouts B.V. has the right to dissolve the agreement in whole or in part without judicial intervention and to reclaim goods already delivered but not yet processed, without prejudice to House of Workouts B.V.’s right to payment for services rendered, work performed, deliveries made and costs incurred upon termination of the agreement.
Article 10 – Payment
A. Unless agreed otherwise, payment shall be made either by direct debit by House of Workouts B.V. or by bank transfer to a bank or giro account designated by House of Workouts B.V., prior to delivery of the goods. Full or partial payment after delivery may be granted in certain cases.
B. In the case of purchases on account, which are only permitted with prior approval from House of Workouts B.V., payment must be received by House of Workouts B.V. within 14 days of the invoice date.
Article 11 – Attributable Failure by the Counterparty
A. If the counterparty fails to fulfil, fails to fulfil on time, fails to fulfil properly, or only partially fulfils its payment obligations or any other provision of the agreement, has its goods seized, applies for a moratorium, or is declared bankrupt, it shall be deemed to be in default by operation of law, and the total amount owed to House of Workouts B.V. shall become immediately due and payable without notice or demand — regardless of any previously agreed payment terms.
B. The amount referred to under A shall be increased by a late payment interest of 1% per month calculated from the invoice due date (with any part of a month counted as a full month) on the gross invoice amount, until the date of full settlement.
C. In the cases referred to under A, House of Workouts B.V. also has the right to suspend the execution of any ongoing agreements and/or to dissolve any agreement with the counterparty, in whole or in part, at its discretion, without judicial intervention, and without any obligation on the part of House of Workouts B.V. to pay any compensation to the counterparty, to the extent justified by the attributable failure or circumstances.
D. If House of Workouts B.V. is compelled to hand over an unpaid invoice to third parties for collection (lawyer, bailiff, collection agency, etc.), House of Workouts B.V. is entitled to charge the debtor a fee for costs incurred — of at least 15% of the gross invoice value (with a minimum of €250).
Article 12 – Retention of Title
A. All goods delivered or to be delivered by House of Workouts B.V. remain the property of House of Workouts B.V. as long as the counterparty has not paid the invoice relating to the delivered or to be delivered goods, the invoices for additional work or services, and any claims arising from failure to perform (including interest and extrajudicial costs) under the agreement.
B. As long as ownership of the delivered or to be delivered goods remains with House of Workouts B.V., as referred to under A, the counterparty is not entitled, outside the normal course of its business, to alienate, encumber, lease, pledge or make available to third parties under any designation the aforementioned goods.
C. In the event of a breach by the counterparty of the provisions under B, the counterparty shall owe House of Workouts B.V. an immediately payable penalty of 1.5 times the net invoice value, without prejudice to House of Workouts B.V.’s right to additional compensation.
D. In the event of a purchase and sale agreement with a counterparty, the counterparty is either obliged, until full payment, to insure the delivered goods at its own expense against fire and burglary damage, theft, embezzlement, claims by third parties and own risk, or shall be liable to House of Workouts B.V. for the full damage to these goods arising from the aforementioned events.
Article 13 – Copyright, Industrial Property Rights and Reproduction Rights
A. Unless expressly agreed otherwise, designs, images, descriptions, models, formulations, etc. provided by or on behalf of House of Workouts B.V. remain its property.
B. All rights established with respect to designs, images, descriptions, models, formulations, etc. (copyrights, design rights, trademark rights, etc.) are reserved and must be respected.
Article 14 – Force Majeure
A. House of Workouts B.V. is not liable for failure to execute, improper execution, or late execution of orders placed with House of Workouts B.V., if this results from force majeure in the broadest sense of the word. Force majeure includes: serious disruptions to the production process or otherwise, war, civil unrest, epidemics, natural disasters, fire and other calamities, transport difficulties, strikes, lockouts, government measures, insofar as these circumstances have a direct impact on the proper execution of the order.
B. As soon as a circumstance referred to under A occurs, House of Workouts B.V. shall notify the counterparty.
C. If fulfilment by House of Workouts B.V. is temporarily impossible, it is entitled to suspend execution of the agreement for as long as the force majeure circumstance persists.
D. In the event of a permanent force majeure situation, the agreement shall — upon receipt of the notification referred to under B — be deemed dissolved for the part not yet executed, subject to the obligation of the client to accept from House of Workouts B.V. and reimburse it for the part of the order already executed. The same applies when fulfilment by House of Workouts B.V. is only temporarily impossible but is expected to last longer than twice the agreed delivery period.
Article 15 – Liability
A. Subject to provisions of mandatory law regarding (product) liability, and with due observance of rules of law regarding public order and good faith, House of Workouts B.V. is not obliged to pay any compensation for damages of any kind whatsoever, direct or indirect, including business losses, to movable or immovable property, or to persons, on the part of the counterparty.
B. The liability of House of Workouts B.V. shall in any case not exceed the amount for which it is insured, or, if no such insurance has been taken out, the amount for which an entrepreneur with a business such as that of House of Workouts B.V. would customarily insure itself.
C. House of Workouts B.V. has the right at all times, to the extent possible, to remedy the damages suffered by the counterparty.
Article 16 – Complaints
A. A counterparty who is dissatisfied with goods delivered or services or work performed by House of Workouts B.V. may submit a written complaint within 5 days of receipt of those goods or completion of that work. In the case of defects not externally visible, the complaint must be submitted in writing within 10 days — but in any case within the warranty period — after the defect has manifested itself.
B. Return of delivered goods may only take place after prior written consent from House of Workouts B.V., under conditions to be determined by House of Workouts B.V.
C. If the complaint proves to be justified, House of Workouts B.V. shall, at its discretion, arrange for replacement of the goods or work performed, or for a refund of the amount paid minus costs incurred.
D. Complaints regarding invoices may be submitted in writing within 5 days of the invoice date.
Article 17 – Warranty
A. House of Workouts B.V. guarantees the quality of the products it delivers.
B. This warranty is valid for a period of 100 days. The warranty applies within the Netherlands only, unless agreed otherwise.
C. The warranty period commences on the date of delivery.
D. House of Workouts B.V. is only liable under its warranty for defects which the counterparty proves arose within the warranty period, solely or predominantly as a direct result of deficiencies in raw materials, material quality, manufacturing or workmanship.
E. Notwithstanding any repair, the original warranty period for the repaired item remains unchanged. When an item is fully replaced by a new item, the full warranty period applies anew to that new item.
F. The warranty shall lapse if the counterparty complains about a defect in a good delivered by House of Workouts B.V. and covered by these warranty provisions, on which the counterparty has carried out, or had carried out, work, or if the counterparty has used or allowed to be used the said good or part thereof improperly and/or ineffectively or contrary to instructions given by House of Workouts B.V.
Article 18 – Termination
A. All agreements other than those concluded for an indefinite period end upon completion or at the time determined by the parties or by custom.
B. Termination of agreements concluded for an indefinite period must be done in writing with a notice period of at least 3 months.
C. If it can no longer reasonably be required of one of the parties that the agreement continues, without the circumstances giving rise to this being at the expense and/or risk of that party, termination may take effect with a notice period of less than 1 month, or without any notice period.
D. The party that terminates without being entitled to do so, or without observing the prescribed or separately agreed notice period, shall be liable for the damages suffered by the other party as a result.
Article 19 – Limitation of Actions
All legal claims by the counterparty under an agreement subject to these terms and conditions shall, subject to provisions of mandatory law, lapse after a period of one year, calculated from the day on which the goods were delivered or should have been delivered, or from the day on which the work was completed or should have been completed.
Article 20 – Disputes
A. Dutch law applies to all agreements to which these terms and conditions relate, in whole or in part.
B. In the event of any disputes between the parties arising from those agreements, from agreements resulting therefrom and/or from these general terms and conditions, only the Dutch court shall have jurisdiction.
C. To the extent that the resolution of the aforementioned disputes falls within the competence of a court of law, these shall in the first instance be settled exclusively by the competent court within the district where House of Workouts B.V. is established, unless the counterparty notifies House of Workouts B.V. in writing within 2 weeks — after House of Workouts B.V. has invoked this provision — that it wishes to submit the dispute for resolution to the court with jurisdiction under the law.