Hotbath General Terms and Conditions of Sale and Delivery
Date: June 2021
Delivery Address: the Client's standard delivery address recorded by Hotbath. Payment Term: the payment term agreed between the parties, or in the absence thereof the term specified on the invoice sent to the Client by Hotbath. Manufacturing Defects: defects to the products established by Hotbath and/or its suppliers. Warranty Period: the warranty period as referred to in article 8 ('Warranty and Liability'). Hotbath: Hot Bath B.V., registered with the Chamber of Commerce in Den Haag, [The Hague, the Netherlands] under number 27 28 30 30. Client: Hotbath's counterparty Agreement: the (delivery or other) agreement between Hotbath and the Client. Terms and Conditions: these Hotbath General Terms and Conditions of Sale and Delivery
These Terms and Conditions apply to all offers, quotations, orders, agreements and assignments, offered by Hotbath, or concluded between the Client and Hotbath, either orally, in writing, or electronically. The applicability of provisions and/or terms and conditions of the Client is explicitly excluded. Any deviations to these Terms and Conditions can be invoked only if those deviations have been agreed in writing.
Agreements will be binding on Hotbath only if they have been confirmed or accepted by Hotbath in writing. Hotbath is entitled to accept placed orders only in part and/or invoice separately. Hotbath is furthermore entitled to require the price, an advance, or security from the Client before making the delivery or performing the agreement.
Hotbath will sell and deliver the products to the Client at the gross recommended prices applicable at the time the order is made, less the agreed discount and with due observance of any other agreed conditions. All quotations, proposals and prices are always without any obligation and exclusive of turnover tax, unless stated otherwise. Obvious mistakes or clerical errors may be corrected by Hotbath at all times. Combined quotations apply only if the quotation is accepted in full. Prices are subject to change. Any government-imposed increases in taxes and levies, coming into force between the time the Agreement is concluded and delivery of the products, are to be borne by the Client and must be paid to Hotbath by the Client.
Images, dimensions, weights and other specifications found in catalogues, price lists, online content and adverts are intended only to give a general impression of Hotbath's designs or products. Slight and non-essential deviations, or products not being in stock, do not constitute a failure in the performance of the Agreement. Delivery dates are only an indication, unless the Agreement expressly states otherwise. Delivery by Hotbath will be made exclusively to the Delivery Address. The Client must notify Hotbath promptly of any changes to the Delivery Address.
Hotbath will offer the delivery at the Delivery Address on the ground floor behind the first door, unless agreed otherwise. Hotbath will charge the Client additional costs for delivery to any address other than the Delivery Address. Any additional costs resulting from repeated attempts to deliver at the Delivery Address or an attempt to deliver at an incorrect address provided by the Client, are to be borne by the Client. No claims may be made for late delivery resulting from this. Before accepting the delivery, the Client must check if the delivered products are in accordance with the accompanying delivery document supplied by Hotbath and are undamaged.
Any complaints relating to a delivery must be sent to Hotbath in writing by the Client within a complaint period of no more than 5 (five) calendar days commencing on the delivery date as stated on the accompanying delivery document supplied by Hotbath. If the delivery has a total invoice value, not including turnover tax, below or equal to the minimum agreed between the parties, Hotbath will charge the Client for the transport and insurance costs. In the absence of an agreed minimum, this is set at €150 exclusive of turnover tax.
6. Force Majeure
If Hotbath is unable to meet its obligations due to Force Majeure, its obligations will be suspended by operation of law for the duration of the Force Majeure situation. If such a Force Majeure situation has lasted for 6 (six) months, the parties are entitled to terminate the greement in whole or in part, in which case Hotbath will be entitled to reimbursement of the costs it has incurred for the part to be terminated. Force Majeure includes in any case: war, mobilisation, epidemics, pandemics, riots, industrial action, industrial disputes, excessive sickness absence of Hotbath personnel, fire, storm damage, danger of war, special weather conditions, floods, natural disasters, explosions, power cuts, lock-outs, business interruptions, machinery breakdowns, problems with and/or serious disruptions of the production processes of suppliers, including utilitycompanies, failure by third parties to supply necessary materials, wilful misconduct or gross negligence of auxiliary persons, large-scale production problems, transport problems, traffic congestion, transport delays and government measures, both at a national and international level (including import and export barriers), at Hotbath and/or its suppliers.
Payments must be received by Hotbath within the Payment Term. The Client's right to claim suspension or set-off is expressly excluded. Failure to pay in full within the Payment Term will mean that the Client is in default, without any notice of default being required. The Client owes statutory commercial interest on all amounts not paid within the Payment Term, commencing on the first day after expiry of the applicable Payment Term and calculated until the date of payment in full. All payments are first deducted from the outstanding costs, the interest owed, and subsequently from the oldest outstanding invoices.
8. Warranty and Liability
All products delivered to the Client by Hotbath are subject to a warranty period of 60 (sixty) months. An exception to the above applies to products or components of products containing electronics, which are subject to a warranty period of 24 (twenty-four) months. A warranty period of 120 (one hundred and twenty) months applies to specific products, specified in the warranty conditions. The Warranty Period commences on the invoice date as stated on the invoice from Hotbath to the Client. During the Warranty Period, any Manufacturing Defects will be repaired or or replaced by Hotbath, at Hotbath's discretion. If repair or replacement is not possible,Hotbath will refund the amount actually paid by the Client.
Contrary to the above, products at new value [nieuwwaardige producten] only qualify for repair, replacement or refund if and as long as they are still part of the Hotbath stock range. For products at new value, Hotbath will pay the Client a refund not exceeding the amount actually paid by the Client, less the processing costs incurred by Hotbath as specified on the Hotbath website. Defects to products resulting from incorrect assembly, fitting, use or maintenance by the Client or third parties, or from external causes, are excluded from the warranty. Wear and tear resulting from normal use or the need to replace components during a routine inspection are also excluded from the warranty. Hotbath excludes all warranties other than those stated above and, in particular, does not guarantee that the products are suitable for the purpose intended by the Client: the products are sold 'as is'. Hotbath excludes all liability for damage or loss resulting from non-conformity or the failure to meet the agreed delivery dates or for damage or loss otherwise suffered by the Client as a result of
or in connection with the performance of the Agreement. This warranty applies exclusively to the Client and cannot be transferred to third parties. Hotbath cannot be held responsible in any way for content provided by the Client in any form whatsoever.
Any complaints will lapse unless they are communicated in writing to Hotbath within 30 (thirty) calendar days commencing on the invoice date (as stated on the invoice) of the relevant agreement or within 30 (thirty) calendar days after the problem arose.
The Client and third parties are obliged to take measures to prevent or limit any damage to products during receipt, packaging, storage, transport, installation, use and maintenance.
If the Client believes a claim may be made under the warranty as referred to in article 8 ("Warranty and Liability"), the Client will inform Hotbath thereof in writing before returning the products, stating the product specifications, the goods returned and the reason for the return. Products may be returned only if Hotbath has agreed to this in writing. The Client must ensure that the returns are packaged appropriately for the specific shipment method, are addressed and have the accompanying documents. The Client will not be compensated for returns with transit damage resulting from insufficient, unsound or absent packaging or transport. Such products will be sent back at the Client's expense. If Hotbath, after inspecting the product, has established that the Client's claim under the warranty is justified, Hotbath will bear the reasonable and necessary transport costs incurred. In all other cases, the transport costs for returning the products to Hotbath and then sending them back to the Client are to be borne by the Client.
In the event of failure to pay any amount due in time, deferment of payment, suspension of payments [surseance] or a request for this, the death of the Client, bankruptcy of the Client, or if the Client's business is liquidated in whole or in part, Hotbath will be entitled to terminate the Agreement, or the part thereof not yet performed, without being obliged to pay any compensation in this respect. In that case, Hotbath's claims against the Client will be immediately due and payable, without any demand or notice of default being required.
12. Ownership and Right of Retention
All products sold by Hotbath will remain the property of Hotbath until the payment for them, plus any interest and costs owed, is made in full. The Client is prohibited from renting, pledging, creating security interests on, or otherwise encumbering or disposing of unpaid Hotbath products and/or products owned by Hotbath. Hotbath always has the right right to claim back unpaid goods as referred to in Article 7:39 et seq. of the Dutch Civil Code [BW]. The Client is obliged to point out to anyone wishing to exercise any right in respect of such products present at the Client's [premises] (in particular by attachment) that these products are theproperty of Hotbath, and to notify Hotbath immediately of such attachment.
All content made available by Hotbath are protected by copyright. This content may be used only withHotbath's consent and provided the source is acknowledged.
All costs for legal assistance incurred by Hotbath in connection with a dispute between Hotbath and the Client are to be borne by the Client. This also applies in the event of non-payment by the Client. The extrajudicial costs owed will then amount to 15% (fifteen percent) of the invoice amount on the first €2,270 (two thousand two hundred and seventy euros) and 10% (ten percent) on the part exceeding that, plus turnover tax. The minimum amount owed for extrajudicial costs is set at €150 (one hundred and fifty euros) exclusive of turnover tax.
If any of the provisions in these Terms and Conditions are void, voidable or non-binding, this will not affect the validity of the remaining provisions. If one or more provisions are/become void, voidable or non-binding, it/these will be replaced by a valid provision which is as close as possible to the content and purport of the provision proven void, voidable or non-binding.
15. Changes in Terms and Conditions
Hotbath has the right to make changes or additions to these Terms and Conditions. Changes and additions to these Terms and Conditions will come into force 30 (thirty) days after their publication.
The Agreement and other juridical relationships between Hotbath and the Client are exclusively subject to Dutch law. The Vienna Sales Convention of 1980 does not apply. All disputes will be heard in the first instance by the competent court in Den Haag, [The Hague, the Netherlands], with the proviso that Hotbath is also entitled to submit any disputes to the court which has jurisdiction to hear this dispute under the regular statutory provisions.