Terms of service

GENERAL TERMS AND CONDITIONS

THE SPA COLLECTION

Article 1. Definitions

1.1.    Spa Collection: the private company with limited liability The Spa Collection B.V., registered in the trade register of the Chamber of Commerce under number 59297395, having its registered office in Alkmaar and its place of business in (1812 RR) Alkmaar at Fluorietweg no. 32.

1.2.    General Terms and Conditions: the present General Terms and Conditions, which apply to the (legal) relationship of the Parties and which have been filed with the Chamber of Commerce under number 59297395.

1.3.    Customer: the other party, being a Consumer-Customer and/or a Business-Customer, who enters into an agreement with Spa Collection or negotiates in this respect, as well as the other party who requests an offer from Spa Collection and is sent an offer by Spa Collection.

1.3.1.  Consumer-Customer: the natural person who is not acting in the context of a profession or business and who enters into an Agreement with Spa Collection.

1.3.2.  Business-Customer: the (legal) person acting within the framework of a profession or business who enters into an Agreement with Spa Collection.

1.4.    Product(s): the cosmetic products offered for sale by Spa Collection in the broadest sense of the word, expressly including but not limited to skin, hair and body care products and various accessories.

1.5.    Party(ies): Spa Collection, Customer or both Parties.

1.6.    Written or In Writing: the term "Written" or ‘’In Writing’’ also includes by e-mail or other electronic medium.

1.7.    Model Form: the Model Cancellation Form that Spa Collection makes available to a Customer.

1.8.    Agreement: the binding Agreement between Spa Collection and the Customer, in whatever form, as well as the amendment(s) and supplement(s) thereto and any (further) order placed pursuant to the Agreement.

1.9.    Website: the websites operated by Spa Collection, being one or more webshops for the sale by Spa Collection of Products, including but not limited to https://www.thespacollection.com/.

 

Article 2. Applicability

2.     

2.1.    The General Terms and Conditions shall apply to all Agreements and the resulting Agreements between Spa Collection and the Customer. The General Terms and Conditions also apply to the visit and use by the Customer of the Website and all Products accessible on the Website.

2.2.    Deviations from the General Terms and Conditions must be expressly agreed In Writing. Deviations will then only apply to the relevant offers and Agreements to which they apply.

2.3.    The conclusion of an Agreement implies acceptance of the General Terms and Conditions. Furthermore, by the mere use (in whatever manner) of the Website, the Customer accepts to be bound by the General Terms and Conditions. The Customer guarantees that when a third party uses the Website on the Customer's computer, this third party will also comply with the General Terms and Conditions.

2.4.    By agreeing to the General Terms and Conditions, the Customer declares to be authorized to enter into an Agreement with Spa Collection.

2.5.    If Spa Collection does not always require strict compliance with the General Terms and Conditions, this shall not imply that the General Terms and Conditions do not apply and/or that Spa Collection loses the right to require strict compliance with the General Terms and Conditions in future cases, similar or otherwise.

2.6.    The articles of the General Terms and Conditions, or the parts thereof, that are unexpectedly unreasonably onerous for a Consumer-Customer because they appear on the list referred to in article 6:236 and/or 6:237 of the Dutch Civil Code or are contrary to the provisions of mandatory consumer law, shall remain inapplicable. The other provisions shall remain fully applicable in such case.

2.7.    If one or more provisions in the General Terms and Conditions are at any time wholly or partially void or annulled, the Agreement and the General Terms and Conditions shall remain in force for the rest and the provision in question shall be replaced forthwith in mutual consultation by a provision that approximates the purport of the original as closely as possible.

2.8.    Furthermore, if and insofar as any part or any provision of the General Terms and Conditions appears to be in conflict with any mandatory provision of national or international law, those mandatory provisions will prevail over the provisions of the General Terms and Conditions that are in conflict with them. The other provisions of the General Terms and Conditions shall remain in full force and effect.

Article 3. Offers and quotations

3.     

3.1.    All offers and quotations by Spa Collection are always without obligation, unless expressly stated otherwise In Writing, or if they contain a term for acceptance. If an offer or quotation stipulates a term for acceptance, the offer or quotation shall in any case lapse as soon as this term has expired.

3.2.    Any offer made by Spa Collection shall be valid as long as Products are in stock. Offers shall not apply to future orders or repeat orders.

3.3.    If an offer or quotation contains an offer without obligation and is accepted by the Customer, Spa Collection shall be entitled to revoke the offer within three (3) days after receipt of the acceptance.

3.4.    If an acceptance by the Customer, whether or not on minor points, deviates from the offer included in Spa Collection's offer, Spa Collection will not be bound by it. The Agreement shall then not be concluded in accordance with this deviating acceptance, unless Spa Collection indicates otherwise In Writing.

3.5.    Spa Collection shall not be bound by an offer if the Customer could reasonably have expected or should have understood that the offer contains an obvious mistake or clerical error. The Customer cannot derive any rights from this mistake or clerical error.

3.6.    A compound quotation shall not oblige Spa Collection to deliver part of the Products included in the offer for a corresponding part of the stated price.

3.7.    Verbal offers and quotations cannot be binding unless they are subsequently confirmed by Spa Collection In Writing, whether by invoicing or otherwise.

3.8.    All information, quantities, compositions, formats, dosages, weights, prices, illustrations, announcements and other specifications (provided In Writing, orally, by telephone or otherwise) provided by Spa Collection are made with the greatest possible care, without, however, guaranteeing by or on behalf of Spa Collection that no deviations can or will occur. In the unlikely event that they do occur, they will not in any way bind Spa Collection.

 

Article 4. Agreements.

4.     

4.1.    An Agreement shall only come into effect through Spa Collection's confirmation and acceptance or if Spa Collection has expressly commenced performance of the Agreement.

4.2.    Parties explicitly agree that a valid Agreement can also be concluded by using electronic forms of communication. The absence of a signature shall not affect the binding force of the offer and its acceptance.

4.3.    Any deviation from or amendment to the Agreement shall only be binding on Spa Collection if agreed between Parties In Writing.

4.4.    If the Agreement is amended, Spa Collection shall indicate to what extent the amendment or supplement to the Agreement will affect the initially stated price. In doing so, Spa Collection shall endeavor, as far as possible, to provide a price quotation in advance.

4.5.    If several (legal) entities are referred to as the Customer, they shall all be jointly and severally liable for the performance of the Agreement. If the Agreement is entered into by a third party on behalf of the Customer, such third party shall warrant that the Customer has accepted these terms and conditions, failing which the third party shall be bound by these terms and conditions as if it were the Customer.

4.6.    Spa Collection shall be entitled to engage third parties for the execution of the Agreement.

4.7.    Except with the express written consent of Spa Collection, the Customer shall not be allowed to assign any rights or obligations under the Agreement to third parties.

4.8.    Spa Collection shall be authorized, for reasons of its own, to refuse a request to enter into an Agreement in whole or in part or to suspend the performance of Agreements already in progress. This power may be invoked inter alia because of the content, nature, purport or form of such a request, as well as because of technical objections, refusal of (advance) payment or conflict of the request with the interests of Spa Collection or third parties including other Customers.

4.9.    The Customer cannot invoke an Agreement if, before or during the execution of the Agreement, the data provided by the Customer regarding types, numbers, compositions, formats, weights and dosages prove to be incorrect or incomplete. In such case Spa Collection reserves the right not to execute or not to continue with the Agreement. In this case, Spa Collection can never be obliged to compensate the Customer for any damage, without prejudice to Spa Collection's right and opportunity to claim compensation for damage from the Customer or to execute the Agreement at a higher price than agreed, which payment the Customer will be obliged to make.

4.10.  Cancellation of an Agreement by the Business-Customer is not possible, unless Spa Collection has agreed to this In Writing. If and to the extent that Spa Collection consents In Writing to a cancellation of the Agreement, this shall be subject at the very least to the condition that the Business-Customer pays a cancellation fee consisting of an amount of 15% of the invoice amount involved in the Agreement if the cancellation relates to the sale delivery and acceptance of Products from Spa Collection's standard range and the full (i.e. 100% of the) invoice amount if the cancellation relates to the sale, delivery and acceptance of Products not belonging to Spa Collection's standard range (including the Products printed by name and/or specifically intended for the Business-Customer).

 

Article 5. Content and Amendment of the Agreement.

5.     

5.1.    Customer bears the risk of misunderstandings regarding the content and performance of the Agreement if these are caused by documents, data and information not received by Spa Collection, or not received correctly, on time or incompletely, orally or by a person designated by Customer for this purpose, or transmitted by any technical means such as telephone, e-mail and similar transmission media.

5.2.    Customer cannot derive any rights from advice and information received from Spa Collection if they are not directly related to the Agreement.

5.3.    Full or partial amendment of the Agreement by Customer is only possible if Spa Collection agrees to this In Writing. If a full or partial amendment of the Agreement leads to additional costs, Spa Collection shall be entitled to charge the Customer compensation, insofar as all additional costs will in any case be passed on to the Customer. Customer shall moreover be fully liable to third parties for the consequences of the amendment to the Agreement and shall indemnify Spa Collection in this regard.

5.4.    If, in the opinion of Spa Collection, it appears during the execution of the Agreement that for the sake of proper execution it is necessary to change and/or supplement the performances to be performed, Spa Collection shall inform the Customer thereof, whereupon the Agreement shall be amended in whole or in part. Spa Collection shall never be liable to compensate the Customer for any damage as a result of such an amendment.

 

Article 6. Prices and price changes

6.     

6.1.    All prices quoted by Spa Collection are in euros (€) and are exclusive of sales tax and other government levies and increases, unless expressly stated otherwise.

6.2.    Special offers are only valid for the period of validity as stated in the offer.

6.3.    If any of the cost price determining factors (such as, for example, but not exclusively, purchase prices, raw material costs, freight costs, energy costs, tax rates, import and export levies or changes in the exchange rate of foreign currencies) of a Product changes in the period between the date of the offer and the date of delivery, Spa Collection shall be entitled to adjust the agreed price accordingly.

6.4.    Spa Collection reserves the right to modify or discontinue the sale of (certain) Products (or any part or content thereof) at any time without prior notice. Spa Collection shall not be liable to Customer or to any third party for any modification, price change, suspension or discontinuance of the Products.

6.5.    Obvious (writing and/or manipulation) errors in the quotation, such as obvious inaccuracies, can be corrected by Spa Collection even after the Agreement has been concluded.

6.6.    Unless expressly stated otherwise, delivery costs for the delivery of Products are not included in the price. Special rates apply for delivery outside the Netherlands. Spa Collection shall specify the costs of delivery, which shall be borne by the Customer, to the Customer upon the conclusion of the Agreement.

6.7.    With regard to certain payment methods, further conditions may apply with regard to the delivery method and related costs. This will be communicated to Customer.

6.8.    If, after the conclusion of the Agreement, the prices for the realization of the Agreement undergo an increase before Spa Collection has fully performed its obligations under the Agreement, Spa Collection shall be entitled to adjust and amend its prices accordingly, if and to the extent that three (3) months have elapsed since the conclusion of the Agreement.

 

Article 7. Payments

7.     

7.1.    Spa Collection is committed to ensuring that Customer can pay safely and reliably. This plays a particular role if Customer pays via the Internet. To this end, Spa Collection has taken a number of steps to ensure that Customer can pay safely. However, Spa Collection bears and accepts no responsibility or liability whatsoever in this regard.

7.2.    Spa Collection offers Customers - depending, inter alia, on the Product in question - a number of payment options, including but not limited to payment by credit card. The payment options will be communicated to the Customer on the Website or otherwise.

7.3.    A number of payment methods can only be used if the conditions of such methods, including a check of the Customer's creditworthiness and authentication, as well as authorization, have been met.

7.4.    In case a payment method is chosen by credit card, it shall be subject to the terms and conditions of the relevant card issuer. Spa Collection is not a party in the relationship between Customer and the card issuer.

7.5.    All orders by means of distance purchase must be paid by the Customer in advance. Before the stipulated advance payment has been made, the Customer cannot assert any right to the execution of the order in question. Spa Collection uses the payment date as the order date.

7.6.    If, after the conclusion of the Agreement, it appears that the payment made by the Customer has been withdrawn by it or by third parties, this shall result in an immediately due and payable claim by Spa Collection against the Customer.

7.7.    A Business-Customer may not invoke any right of discount, suspension or deduction. Offsetting by Business-Customer shall only be permitted if Spa Collection has acknowledged Business-Customer's claim In Writing.

7.8.    A Business-Customer shall at all times and irrespective of the agreed payment terms, be obliged, at Spa Collection's first request, to provide security for the payment of the amounts to be paid to Spa Collection under the Agreement. The security offered must be such that the claim, together with any interest and costs, is adequately covered and that Spa Collection will be able to recover it without difficulty.

7.9.    Any security that subsequently becomes insufficient shall be supplemented to an adequate security at Spa Collection's first request.

7.10.  For a Business-Customer, if the deadline for payment is exceeded, the Business-Customer shall be in default by operation of law and shall thereafter be liable to contractual interest of 2% per month (cumulative) on the amount due, each month lapsing shall count as a full month, without prejudice to any other rights that Spa Collection may enforce against the Business-Customer on account of non-payment or late payment.

7.11.  If a Consumer-Customer fails to meet the deadline for payment, the Consumer-Customer shall be in default by operation of law and shall thereafter be liable for interest at the statutory rate on the amount due, with each month that has elapsed counting as a full month, without prejudice to any other rights that Spa Collection may enforce against the Consumer-Customer on account of non-payment or late payment.

7.12.  If Spa Collection is forced to surrender its claim, it shall apply to a Business-Customer that, apart from its further claims for damages, all costs related thereto shall be for the account of the Business-Customer, both judicial and extrajudicial, the latter being fixed at 15% of the amount to be claimed, with a minimum of € 750.--. The amount to be claimed in this case means the total of the outstanding invoice amounts plus the (contractual) interest due.

7.13.  For a Consumer-Customer, if Spa Collection is forced to pass on its claim, the costs involved shall be borne by the Consumer-Customer, both judicial and extrajudicial, which latter extrajudicial collection costs shall be charged in accordance with "the Besluit Vergoeding voor Buitengerechtelijke Incassokosten". The amount to be claimed in this case means the total of the outstanding amounts plus the statutory interest due and the collection costs.

 

Article 8. Delivery, delivery times and retention of title

8.     

8.1.    The delivery times stated by Spa Collection are only indicative and should never be regarded as deadlines. Spa Collection may provide further information about the delivery times on the Website or otherwise make these known In Writing or orally upon request. Such information shall be of an indicative nature only.

8.2.    The mere expiry of a delivery time shall not constitute default on the part of Spa Collection, not even in the event of a fatal term of delivery agreed In Writing. Failure to meet any delivery deadline shall not entitle the Customer to compensation, nor shall it entitle the Customer to cancel the order or rescind the Agreement, unless the failure to meet the delivery deadline is such that the Customer can no longer reasonably be required to maintain the Agreement.

8.3.    In the execution of the Agreement by Spa Collection, the Customer shall furthermore be obliged to do everything that is reasonably necessary or desirable to enable Spa Collection to deliver on time.

8.4.    Spa Collection shall not be obliged to deliver Products in instalments; however, Spa Collection shall be entitled to fulfil the Agreement in instalments. In the event of partial deliveries, each delivery shall be regarded as a separate transaction.

8.5.    If a Product that is temporarily out of stock is ordered by the Customer, the Customer will be informed when the Product will be available again. Delays will be notified to Customer In Writing or by telephone.

8.6.    soon as the Products to be delivered have been delivered to the Customer at their destination, the risk in respect of the Products shall pass to the Customer. If the Products to be delivered are unsuccessfully presented at the delivery address specified by the Customer and/or delivered to the post office or to the Customer's neighbors (if the Customer has explicitly stated so beforehand), the risk shall pass at the moment at which the Products have been unsuccessfully presented and/or delivered to the post office or to the Customer's neighbors.

8.7.    Different conditions may apply to deliveries of Products outside the Netherlands.

8.8.    The method of packaging, shipment and choice of packaging material shall be determined by Spa Collection. Empty packaging, unless otherwise agreed In Writing, shall not be taken back by Spa Collection.

8.9.    Notwithstanding actual delivery, title to the Products shall not pass to the Customer until such time as the Customer has paid in full all that which she owes in connection with the Agreement with Spa Collection, including payment of interest and costs, also of previous or subsequent deliveries and any work performed or to be performed in connection with the Products.

8.10.  Customer is obliged and obliged to immediately notify Spa Collection In Writing if any third parties wish to assert any rights to Products subject to a retention of title under this article.

 

Article 9. Consumer-Customer Right of Withdrawal.

9.     

9.1.    In the event of a distance purchase of a Product, a Consumer-Customer may rescind the Agreement without giving reasons for a period of fourteen (14) days (cooling-off period). Spa Collection may ask Consumer-Customer about the reasons for withdrawal, but shall not oblige Consumer-Customer to give its reasons.

9.2.    The cooling-off period referred to in paragraph 1 of this Article shall commence on the day after Consumer-Customer, or a third party designated in advance by Consumer-Customer, who is not the carrier, has received the Product, or:

a.         if Consumer-Customer has ordered several Products in the same order: the day on which Consumer-Customer, or a third party designated by it, has received the last Product. Spa Collection may, provided it has clearly informed Consumer-Customer of this prior to the ordering process, refuse an order of multiple Products with different delivery times;

b.         if the delivery of a Product consists of several shipments or parts: the day on which Consumer-Customer, or a third party designated by it, has received the last shipment or part;

in the case of Agreements for regular delivery of Products during a specified period: the day on which Consumer-Customer, or a third party designated by it, has received the first Product.

9.3.    During the reflection period, Consumer-Customer shall handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and operation of the Product. The basic principle here is that Consumer-Customer may only handle and inspect the Product as she would be permitted to do in a store.

9.4.    Consumer-Customer shall be liable for depreciation of the Product resulting from a manner of handling the Product beyond that permitted in the previous paragraph.

 

Article 10. Exercise of the right of withdrawal by Consumer-Customer and its costs.

10.   

10.1.  If Consumer-Customer wishes to exercise its right of withdrawal, it must notify Spa Collection thereof within the reflection period. Consumer-Customer must make this known by sending a completed Model Form to info@thespacollection.com, which form is enclosed at the end of the General Terms and Conditions, or by otherwise unambiguously invoking the right of withdrawal to Spa Collection.

10.2.  As soon as possible, but in any case within seven (7) days from the day following the notification referred to in paragraph 1 of this Article, Consumer-Customer shall return the Product, or hand it over to (an authorized representative of) Spa Collection. Customer has in any case complied with the return period if she returns the Product before the reflection period has expired.

10.3.  Consumer-Customer shall return the Product with all delivered accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by Spa Collection.

10.4.  The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with Consumer-Customer.

10.5.  If Consumer-Customer has not expressed her wish to exercise her right of withdrawal within the reflection period, or has not returned the Product to Spa Collection within the return period, the purchase shall be final and the right of withdrawal shall expire.

10.6.  The costs of returning the Product shall be borne by Consumer-Customer, unless otherwise expressly stipulated In Writing.

 

Article 11. Spa Collection's obligations in the event of revocation

11.   

11.1.  If Spa Collection enables the notification of withdrawal by Consumer-Customer by electronic means, it shall send an acknowledgement of receipt as soon as possible after receiving such notification.

11.2.  Spa Collection shall reimburse all payments made by Consumer-Customer, excluding the delivery costs charged by Spa Collection for the returned Product, without delay but within fourteen (14) days following the day on which Consumer-Customer notifies its withdrawal. Spa Collection may withhold reimbursement until it has received the Product or until Consumer-Customer proves that she has returned the Product, whichever is earlier.

11.3.  Spa Collection shall use the same means of payment used by Consumer-Customer for reimbursement, unless Consumer-Customer agrees to another method. The refund shall be free of charge for Consumer-Customer.

11.4.  If, contrary to the provisions of paragraph 2 of this article, Spa Collection proceeds to any reimbursement of delivery costs, this is to be seen as entirely voluntary and Consumer-Customer cannot make any claims in this regard. If Consumer-Customer has opted for a more expensive method of delivery than the cheapest standard delivery, Spa Collection will not refund the additional costs for the more expensive method of delivery.

 

Article 12. Exceptions to the right of withdrawal

12.   

12.1.  Excluded from the right of withdrawal are the remote purchase:

a.         of products whose price is subject to fluctuations in the financial market, over which Spa Collection has no influence, and/or

b.         of products that: (i) have been created in accordance with Customer's specifications; (ii) are clearly personal in nature; (iii) cannot be returned due to their nature; (iv) can spoil or age quickly; (v) of newspapers or magazines, and/or

c.         of audio and video recordings, computer equipment, software or other similar products, if Consumer-Customer has broken the seal, and/or

d.         of travel.

 

Article 13. Examination and right of complaint

13.   

13.1.  Spa Collection shall endeavor to do everything necessary to ensure that the Products to be supplied by it meet the requirements that can reasonably be set for them.

13.2.  Immediately after execution of the Agreement, the Customer shall be obliged to thoroughly inspect the Products supplied by Spa Collection for errors and defects and, in the event of their presence, to notify Spa Collection In Writing immediately but no later than three (3) working days after delivery.

13.3.  If the Customer fails to point out to Spa Collection, within three (3) working days after the time of delivery, any faults and defects that could or should have been noticed upon thorough examination, the Customer will be deemed to have agreed to the condition in which the aforementioned Products have been delivered and the right to complain will lapse.

13.4.  Products delivered by Spa Collection shall in any case be deemed sound if the Customer has put the delivered Products or part thereof to use, treated or processed them, delivered them to third parties, or has had them put to use, treated or processed or delivered them to third parties, unless the Customer has observed the provisions of this article.

13.5.  After complaints have reached Spa Collection in accordance with Article 13.2, Spa Collection shall as soon as possible investigate the merits of the complaint(s). Customer shall allow representatives of Spa Collection to examine the Products concerned. Following this investigation, Spa Collection will decide whether the complaint is well-founded. If the complaint is well-founded, Spa Collection will have the option either to replace the Products or to credit Customer with an amount equal to the price owed by Customer for the Products in question. If Spa Collection and the Customer cannot agree on the merits of the complaint, the decision on this matter will be left to an expert to be appointed by Parties in mutual consultation.

13.6.  In continuation of the provisions of Article 13.5, in case of complaints concerning Products delivered per package, Spa Collection cannot be obliged to credit the price owed by the Customer for the Products delivered per package if all or part of the Products delivered per package have been used by the Customer. The expert's decision shall be binding. The costs of this expert examination shall be borne by the Party ruled against by the expert. Spa Collection shall notify Customer In Writing that it wishes to avail itself of this expert examination. The Customer shall then be entitled, for a period of one (1) month, to nevertheless apply to the court with jurisdiction over this dispute in accordance with these General Terms and Conditions.

13.7.  Return shipments of delivered Products shall only be permitted if express written consent has been obtained from Spa Collection.

13.8.  If the time limit of three (3) working days referred to in paragraphs 2 and 3 of this Article is, by the standards of reasonableness and fairness, to be considered unacceptably short even for a careful and alert Customer, this time limit shall be extended until, at the latest, the first moment at which it is reasonably possible for the Customer to investigate or notify Spa Collection.

 

Article 14. Tolerances

14.   

14.1.  With regard to the Products delivered by Spa Collection, with regard to the agreed specifications the deviations mentioned below, both upward and downward, shall be permissible. For evaluation purposes, the average of the total quantity delivered in a type, quality, color and design shall serve as a criterion. For specifications other than those mentioned below, the deviation allowed in previous deliveries and, in the absence thereof, the usual deviations shall be permissible.

14.2.  Without prejudice to the provisions of this paragraph, with respect to any deviations in color, Spa Collection shall be deemed to have performed properly if such deviations are minor. Spa Collection accepts no liability for Customer's provision of incorrect color numbers. If it concerns an order in which a color is to be created that does not occur in the PMS color system or another color recognition system, Customer shall describe the color desired by it as accurately as possible. In such a case, Spa Collection shall approximate the color desired by Customer as closely as possible. Colors supplied on paper or plastic may, if applied to another material, give a different color image, which may create the impression that the color applied to the other material is the same as the sample submitted by the Customer to Spa Collection, or the color number made known by the Customer.

14.3.  With regard to quantity, Spa Collection shall have properly performed if deviations in quantities do not amount to more than 20% above or below the agreed quantity. Invoicing shall take place on the basis of the actual quantity delivered.

14.4.  With regard to gram weights, thicknesses, formats, et cetera, Spa Collection shall be deemed to have performed properly if deviations in the above specifications do not exceed 10% (of gram weights), 20% (of thicknesses) and 5% (of formats), respectively, with respect to the agreed specification.

 

Article 15. Warranties

15.   

15.1.  For Products or parts of Products, which Spa Collection does not manufacture itself, Spa Collection shall only provide warranty if and insofar as Spa Collection's supplier has provided warranty to Spa Collection. At the Customer's request, Spa Collection can inform the Customer of the warranty terms and conditions of Spa Collection's suppliers.

15.2.  Spa Collection's liability under the warranty shall be limited to replacing the defective Products or refunding the amount invoiced for these defective Products, at Spa Collection's discretion.

15.3.  Not covered by the warranty are in any case those defects that are wholly or partially the result of:

a.         non-observance of operating, maintenance and storage instructions, or other than the normal use provided for;

b.         normal wear and tear;

c.         application of any government regulation regarding the nature or quality of the materials used;

d.         materials or items provided by Customer to Spa Collection for processing;

e.         materials, goods, working methods and constructions insofar as applied at the express instruction of the Customer;

f.          Products sourced by Spa Collection from third parties, insofar as the third parties have not provided a warranty to Spa Collection;

g.         improper use or use for any other purpose that is customary.

15.4.  If Customer fails to fulfill its obligations under the Agreement(s) entered into with Spa Collection, Spa Collection shall not be liable for any warranty with respect to said Agreement(s).

15.5.  The alleged non-performance by Spa Collection of its warranty obligations shall not release Customer from its obligations under the Agreement with Spa Collection.

 

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Article 16. Suspension

16.1.  If Customer fails to fulfill any obligation under the Agreement, in full or in a timely manner, Spa Collection shall be entitled to suspend performance of its obligations.

16.2.  Spa Collection shall furthermore be entitled to suspend the performance of its obligations under the Agreement (among other things) if:

a.         after the conclusion of the Agreement Spa Collection becomes aware of circumstances that give good reason to fear that the Customer will not, not fully or not timely fulfill his obligations under the Agreement;

b.         Customer, upon entering into the Agreement, is requested to provide security for the fulfilment of its obligation(s) under the Agreement and this security is not provided or is insufficient;

c.         circumstances arise which are of such a nature that performance of the Agreement is impossible or that the unaltered continuation of the Agreement cannot reasonably be required of Spa Collection.

 

Article 17. Termination

14. 

17.   

17.1.  If Customer fails to fulfill its obligations under the Agreement or circumstances arise as mentioned in paragraph 2 of this article, Spa Collection shall be entitled to terminate (prematurely) the Agreement immediately (by rescission or termination), without notice of default being required. In such case, Customer shall not be entitled to any compensation whatsoever and Customer shall be obliged to reimburse Spa Collection for all damages, interest and costs resulting from the (premature) termination (by dissolution or termination).

17.2.  Among other things, Spa Collection shall be entitled to (prematurely) terminate the Agreement (by rescission or termination) if Customer fails to pay on time or to perform other obligations under the Agreement (including these terms and conditions), or if any of the following circumstances occur or threaten to occur:

a.         one or more of Customer's assets is attached conservatively or executorial and that attachment has not been lifted within five (5) calendar days;

b.         Customer's bankruptcy is filed for;

c.         Customer is declared bankrupt;

d.         Customer is granted suspension of payment, provisional or otherwise, or such suspension of payment is applied for by Customer;

e.         Customer dies, is placed under guardianship and/or receivership;

f.          Customer's business is discontinued and/or dissolved and/or liquidated and/or transferred to a third party;

g.         Spa Collection is declared bankrupt;

h.         Customer commits acts or omissions which seriously discredit the good name of Spa Collection or third parties including other Customers;

i.          Customer no longer complies with any rules or regulations laid down by or pursuant to the law;

j.          Customer reports late payment.

17.3.  If, at the time of termination, Spa Collection has already made any performance in execution of the Agreement, such performance and the related payment obligations shall not be subject to cancellation, regardless of whether the Agreement has been terminated by rescission or cancellation.

 

18. 

Article 18. Liability and damages

18.1.  Spa Collection shall not be liable for any damage suffered by Customer unless such damage is the direct result of an attributable shortcoming or wrongful act of Spa Collection. In this case, Spa Collection's liability shall be limited to performance of the warranty obligations described in Article 15.

18.2.  The limitation of liability of Spa Collection as laid down in this Article shall not apply in case of intent or conscious recklessness on the part of Spa Collection. Nor shall (part of) the limitation of liability of Spa Collection as stated in this article apply with respect to a Consumer-Customer in the event of a situation as described in Article 2.6 of these General Terms and Conditions.

18.3.  Further to the provisions of this article, Spa Collection shall not be liable due to the mere fact that the result desired by the Customer is not achieved or is revoked, destroyed or otherwise called into question by third parties (such as government agencies and/or a court). Spa Collection therefore accepts no liability in this regard.

18.4.  If the Agreement is performed for the benefit of several (legal) persons, the limitation of liability with regard to the Agreement shall apply to all (legal) persons involved jointly and they themselves shall be responsible for dividing the maximum damages to be paid among themselves. 

18.5.  The Customer shall indemnify Spa Collection against any claims from any other party that may arise due to the Customer's failure to perform or properly perform any obligation arising from the Agreement and/or the General Terms and Conditions. This does not apply if (i) Customer can prove that the damage is not related to a culpable act or omission attributable to her or (ii) this damage is caused by intent or deliberate recklessness on the part of Spa Collection. This indemnification also applies to third parties and employees of Spa Collection engaged by Spa Collection, as well as to companies affiliated with Spa Collection.

18.6.  Any rights of action and recourse shall be exercised by Customer and/or its affiliates only against Spa Collection. Any action, claim, claim for damages or otherwise in connection with the Agreement and/or General Terms and Conditions, shall not be brought by Customer against the (current or former) employees, directors and (directors of) shareholders of Spa Collection. They may invoke this provision and, if necessary, the foregoing shall apply as an irrevocable third-party clause for no consideration.

18.7.  Spa Collection shall not be liable for consequential damage, indirect damage, trading loss, loss of profit, immaterial damage and/or punitive damage. Spa Collection shall furthermore not be liable in case of force majeure, as described in Article 15 of the General Terms and Conditions.

18.8.  Spa Collection shall not be liable for any damage concerning mistakes made because Customer or a third party has provided incorrect or incomplete information.

18.9.  If Spa Collection makes use of a third party for the execution of the Agreement, this shall take place under the sole responsibility of Spa Collection. Customer and/or its affiliates shall not hold a third party involved in the execution of the Agreement, its (current or former) employees, directors thereof and (directors of) shareholders thereof liable in connection with the execution of the Agreement.  They may invoke this provision and, if necessary, the foregoing shall apply as an irrevocable third-party clause for no consideration. If this provision is violated, Spa Collection shall be entitled to compensation for any damage and costs arising therefrom.

18.10.  Customer shall report any damage for which Spa Collection can be held liable to Spa Collection as soon as possible, but in any case within ten (10) days after the damage arises, under penalty of forfeiting any right to compensation for the damage.

18.11.  Customer's rights of action ensuing from the Agreement and other powers vis-à-vis Spa Collection shall, in deviation from the statutory limitation periods, expire after the expiry of one (1) year after the damage for which the Customer holds Spa Collection liable first manifested itself, and shall in any case expire after the expiry of three (3) years after the occurrence of the harmful event.

 

Article 19. Force Majeure

19.   

19.1.  Circumstances beyond the control and control of Spa Collection, whether or not foreseeable at the time of the conclusion of the Agreement, which are of such a nature that compliance with the Agreement can no longer reasonably be required of Spa Collection, shall count as force majeure, regardless of whether they are permanent or temporary, and release Spa Collection from its obligations to perform.

19.2.  Force majeure shall in any case mean: war, riots, natural disasters, pandemics, storm damage, fire, earthquakes, floods, abnormal weather conditions, snow, snowfall, frost, ice, strikes, lockout or lack of personnel, defects in auxiliary and transport means, shortage of raw materials and nutrients and/or defects in the delivery thereof (including any unreasonable price increases as a result), problems at sea, traffic impediments, theft of goods, breakdowns in electricity supplies, Internet connections and cable, telephone or other communication networks such as e-mail, non-performance by third parties engaged by Spa Collection, as well as all impediments caused by government measures. Force majeure on the part of suppliers (overseas) of Spa Collection as well as delivery problems in case of so-called hard-to-deliver addresses also fall under this force majeure provision.

19.3.  In case of force majeure, Spa Collection shall be entitled to dissolve the Agreement, in whole or in part, without judicial intervention, without the Customer being entitled to claim compensation.

 

Article 20. Intellectual property rights

20.   

20.1.  Customer acknowledges that Spa Collection is the owner of, and thus shall exclusively license, all intellectual property rights, including patents, copyrights, designs, models, domain names, trademark rights, trade names, photographs, know-how and all other commercial rights and trade secrets, documents, etc. in relation to the Products. There shall be no transfer of any intellectual property rights whatsoever to the Customer, unless explicitly agreed otherwise In Writing. The foregoing also applies to Products designed and/or developed in particular for the benefit of the Customer.

20.2.  Except with Spa Collection's express In Writing permission, Customer shall not be permitted to use, let alone adapt, remove and/or modify Spa Collection's intellectual property rights. In case Spa Collection grants Customer permission to use its intellectual property rights, Customer shall at all times ensure that no damage is caused to the distinctive character, reputation, validity and/or goodwill of these intellectual property rights of Spa Collection. Customer shall furthermore not be permitted to register trademarks identical or similar to the trademarks of Spa Collection, which may cause confusion among the public or mislead the public.

20.3.  Customer shall promptly notify Spa Collection In Writing of any infringement or possible infringement of Spa Collection's intellectual property rights that comes to its attention. The decision to take legal action against the aforementioned infringements shall at all times be reserved to Spa Collection.

20.4.  The Website and all its components, with the exception of certain hyperlinks, are the property of Spa Collection. You may not disclose, copy or store the Website or any part thereof without the express In Writing permission of Spa Collection. This permission is not required for personal, non-commercial use.

20.5.  In case of violation of one or more provisions of this Article by the Customer, the Customer shall owe Spa Collection an immediately and without further notice of default payable penalty of € 10,000.-- (in words: ten thousand euros), plus a penalty of              € 1,000.-- (in words: one thousand euros) for each day that the violation continues. Spa Collection shall be entitled to claim additional damages if the damage exceeds the penalty amount.

 

Article 21. User comments, feedback and other submissions

15. 

21.   

21.1.  If Customer sends certain specific submissions (e.g., contest submissions) or creative ideas, suggestions, proposals, plans or other materials, whether online, by e-mail, by mail or otherwise, Customer agrees that Spa Collection may at any time - without limitation - edit, copy, publish, distribute, translate and otherwise use submissions Customer sends Spa Collection in any medium.

21.2.  Spa Collection may - but shall have no obligation to - monitor, edit or remove the content of any Submission which, in Spa Collection's opinion, is unlawful, offensive, threatening, defamatory, pornographic, obscene or otherwise objectionable or infringes any Party's intellectual property or the General Terms and Conditions.

21.3.  Customer agrees that Submissions do not violate any third party rights, including copyright, trademark, privacy, personality or other personal or proprietary rights. Customer further agrees that Submissions will not contain any defamatory or otherwise unlawful, offensive or obscene material, or any computer virus or other malware that could in any way affect the operation of the Products or the Website. Customer, by extension, may not use a false email address, impersonate anyone other than or Spa Collection or otherwise mislead third parties as to the origin of submissions.

21.4.  Customer shall be solely responsible for all comments or submissions and their accuracy and shall indemnify Spa Collection in respect of any claims made by any other Party.

 

Article 22. Privacy and personal data.

16. 

22.   

22.1.  Spa Collection shall only process Customer's data in accordance with its privacy statement. In doing so, Spa Collection shall observe the applicable privacy regulations.

22.2.  Spa Collection's privacy statement shall apply to the processing of Customer's personal data and can be found on the Website.

 

Article 23. Applicable law and competent court

17. 

23.   

23.1.  Agreements to which the General Terms and Conditions apply and further agreements resulting therefrom shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. This also applies if an obligation is wholly or partly performed abroad or if the Customer has its registered office abroad.

23.2.  If a Consumer-Customer is a resident of the European Economic Area (hereinafter ''EEA''), all disputes arising from or related to the Agreement and all resulting agreements to which the General Terms and Conditions apply between Parties shall be settled by the court with jurisdiction - under the law. In case a Business-Customer is located within the EEA, all disputes arising from or related to the Agreement and all resulting agreements to which the General Terms and Conditions apply between Parties shall be settled exclusively by the District Court of Noord-Holland, location Alkmaar (the Netherlands).

23.3.  If a Consumer-Customer is not a resident of the EEA, or a Business-Customer is not established within the EEA, all disputes arising from or related to this Agreement and all resulting agreements to which the General Terms and Conditions apply between Parties shall be settled exclusively in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal will consist of one arbitrator, who will be appointed according to the list procedure. The place of arbitration will be Amsterdam. The proceedings will be conducted in English and the arbitral tribunal will decide according to the rules of Dutch law.

 

Article 24. Amendment and interpretation of the General Terms and Conditions.

18. 

24.   

24.1.  The General Terms and Conditions are subject to amendment and modification. Any future amendments and modifications shall also apply with respect to Agreements entered into before the date of amendment and modification, unless expressly agreed otherwise In Writing.

24.2.  Amendments and modifications shall enter into force twenty-one (21) days after publication, unless otherwise stated upon publication.