General Terms and Conditions

GENERAL TERMS AND CONDITIONS Relax Lounge

Definitions
1.RELAX LOUNGE: Mayvalley TCA, established in Amsterdam under Chamber of Commerce no. 75228424.
2.Customer: the person with whom RELAX LOUNGE has entered into an agreement.
3.Parties: RELAX LOUNGE and customer together.
4.Consumer: a customer who is also an individual and who 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 RELAX LOUNGE.
2.The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
3.The parties explicitly exclude the applicability of additional and / or deviating general terms and conditions of the customer or third parties.

Offers and quotations
1.Offers and quotations from RELAX LOUNGE are without obligation, unless explicitly stated otherwise.
2.An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation.
3.If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
4.Offers and quotations do not apply to repeat orders, unless the parties have explicitly agreed this in writing.

Acceptance
1.Upon acceptance of a quotation or offer without obligation, RELAX LOUNGE reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
2.Verbal acceptance by the customer only binds RELAX LOUNGE after the customer has confirmed this in writing (or electronically).

Prices
1.All prices that RELAX LOUNGE uses are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated or agreed otherwise.
2.All prices that RELAX LOUNGE uses for its products or services, on its website or that are otherwise announced, can be changed by RELAX LOUNGE at any time.
3.Increases in the cost prices of products or parts thereof, which RELAX LOUNGE could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
4.The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
5.The price for a service is determined by RELAX LOUNGE on the basis of the hours actually spent.
6.The price is calculated according to the usual hourly rates of RELAX LOUNGE, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
7.If the parties have agreed on a total amount for a service by RELAX LOUNGE, this is always a target price, unless the parties have explicitly agreed in writing on a fixed price, which cannot be deviated from.
8.RELAX LOUNGE is entitled to deviate up to 10% of the target price.
9.If the target price is more than 10% higher, RELAX LOUNGE must inform the customer in good time why a higher price is justified.
10. 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 plus 10%.
11. RELAX LOUNGE has the right to adjust prices annually.
12. Prior to its commencement, RELAX LOUNGE will communicate price adjustments to the customer.
13. The consumer has the right to cancel the agreement with RELAX LOUNGE if he does not agree with the price increase.

Payments and payment term
1.RELAX LOUNGE may require a down payment up to 50% of the agreed amount when entering into the agreement.
2.The customer must have made payments afterwards within 7 days after delivery of the product.
3.Payment terms are considered to be strict payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term at the latest, he is in default by operation of law and is in default, without RELAX LOUNGE having to send the customer a reminder or give notice of default.
4.RELAX LOUNGE reserves the right to make a delivery dependent on immediate payment or to demand a security for the total amount of the services or products.

Consequences not paying on time
1.If the customer does not pay within the agreed term, RELAX LOUNGE is entitled to charge interest of 1% per month from the day that the customer is in default, whereby part of a month is counted as a whole month.
2.If the customer is in default, he will also owe extrajudicial collection costs and any compensation to RELAX LOUNGE.
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, RELAX LOUNGE may suspend its obligations until the customer has fulfilled his payment obligation.
5.In the event of liquidation, bankruptcy, seizure or moratorium on the part of the customer, the claims of RELAX LOUNGE on the customer are immediately due and payable.
6.If the customer refuses to cooperate with the execution of the agreement by RELAX LOUNGE, he is still obliged to pay the agreed price to RELAX LOUNGE.

Right of Complaint
1.As soon as the customer is in default, RELAX LOUNGE is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
2.RELAX LOUNGE invokes the right to complain by means of a written or electronic notification.
3.As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to RELAX LOUNGE, unless the parties make other agreements about this.
4.The costs for returning or returning the products are for the account 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 that has been specially tailored or adapted for the consumer
● it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
● the seal is still intact if it concerns data carriers with digital content (DVDs, CDs, etc.)
● the product is not a trip, transport ticket, catering order or form of leisure activity
● the product is not a separate magazine or newspaper
● it does not concern an (order for) urgent repair
● the consumer has not waived his right of withdrawal
2.The reflection period of 14 days as referred to in paragraph 1 commences:
● on the day after the consumer has received the last product or part of 1 order
● as soon as the consumer has received the first product in a subscription
● as soon as the consumer has purchased a service for the first time
● as soon as the consumer has confirmed that he will purchase digital content via the internet
3.The consumer can make his appeal to the right of withdrawal known via info@relaxlounge.nl, if desired using the withdrawal form that can be downloaded from the RELAX LOUNGE website, Relax Lounge.nl.
4.The consumer is obliged to return the product to RELAX LOUNGE within 14 days after notification of his right of withdrawal, failing which his right of withdrawal will lapse.
5.The costs for returns are only borne by RELAX LOUNGE if the entire order is returned.
6.If the purchase costs and any other costs (such as shipping and return costs) qualify for reimbursement according to the law, RELAX LOUNGE will reimburse these costs to the consumer within 14 days after receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to RELAX LOUNGE on time.
7.Without prior written permission on his part, the supplier is not obliged to accept return shipments from the customer. Under no circumstances does the receipt of return shipments imply acknowledgment by the supplier of the grounds for return shipment stated by the customer. As long as returned goods have not been credited by the supplier, the risk of this remains with the customer.
8.If the customer cancels an order placed in whole or in part, the goods ordered or prepared for this, plus any delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the customer.

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

Right of retention
1.RELAX LOUNGE can invoke its right of retention and in that case retain products of the customer until the customer has paid all outstanding accounts with regard to RELAX LOUNGE, 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 RELAX LOUNGE.
3.RELAX LOUNGE 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 RELAX LOUNGE against a claim on RELAX LOUNGE.

Retention of title
1.RELAX LOUNGE remains the owner of all delivered products until the customer has fully complied with all his payment obligations with regard to RELAX LOUNGE under any agreement concluded with RELAX LOUNGE, including claims regarding failure to perform.
2.Until then, RELAX LOUNGE 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, dispose of or otherwise encumber the products.
4.If RELAX LOUNGE invokes its retention of title, the agreement is deemed to be dissolved and RELAX LOUNGE has the right to claim compensation, lost profit and interest.

Delivery
1.Delivery takes place while stocks last.
2.Delivery takes place at RELAX LOUNGE, unless the parties have agreed otherwise.
3.Delivery of products ordered online takes place at the address indicated by the customer.
4.Delivery takes place only after coordination and confirmation that the size and weight of the ordered products can reach the destination.
5.If the agreed amounts are not paid or not paid on time, RELAX LOUNGE has the right to suspend its obligations until the agreed part has been paid.
6.In case of late payment, there is a default of creditors, with the result that the customer cannot invoke a late delivery to RELAX LOUNGE.

Delivery time
1.The delivery times stated by RELAX LOUNGE are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
2.The delivery time commences after the quotation to RELAX LOUNGE signed for approval by the customer has been confirmed by RELAX LOUNGE to the customer in writing or electronically.
3.Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless RELAX LOUNGE cannot deliver within 14 days after being reminded 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 at the expense 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, before taking receipt of the product, have a note drawn up by the forwarder or delivery person, failing which RELAX LOUNGE cannot be held liable for any damage.
2.If the customer takes care of the transport of a product, he must report any visible damage to products or the packaging to RELAX LOUNGE prior to the transport, in the absence of which RELAX LOUNGE cannot be held liable for any damage.

Insurance
1.The customer undertakes to adequately insure the following items 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 execution of the underlying agreement
● items of RELAX LOUNGE that are present at the customer
● items delivered under retention of title
2.The customer provides the policy of these insurances for inspection at the first request of RELAX LOUNGE.

Retention
1.If the customer does not purchase the 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 as a result of premature or late purchase of products are entirely at the expense of the customer.

Assembly / Installation
Although RELAX LOUNGE makes every effort to carry out all assembly and / or installation work as well as possible, it does not bear any responsibility for this, except in the case of intent or gross negligence.

Guarantee
1.When the parties have entered into an agreement of a service nature, this only contains best efforts obligations for RELAX LOUNGE, not obligations to achieve results.
2.The warranty with regard to products applies only to defects caused by faulty manufacture, construction or material.
3.The warranty does not apply in the event 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 transfers 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 a third party who receives the product on behalf of the customer.
5.If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs on the part of the supplier, will be borne by the customer.
6.Repair or replacement will only be made from the sales address of the supplier. Any trip to be made or made and / or shipping costs are for the customer.
7.If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs on the part of the supplier, will be borne by the customer.

Exchange
1.Exchange is only possible if the following conditions are met:
● exchange takes place within 8 days after purchase against presentation of the original invoice
● the product is returned in the original packaging or with the original (price) tags still attached
● the product has not yet been used
2.Discounted items, non-perishable items such as food, customized items or items specially adapted for the customer cannot be exchanged.

Execution of the agreement
1.RELAX LOUNGE will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good  workmanship.
2.RELAX LOUNGE 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.
4.It is the responsibility of the customer that RELAX LOUNGE can start the execution of the agreement on time.
5.If the customer has not ensured that RELAX LOUNGE can start the execution of the agreement on time, the resulting additional costs and / or extra hours will be borne by the customer.

Information provision by the customer
1.The customer makes all information, data and documents relevant to the correct execution of the agreement available to RELAX LOUNGE in a timely manner and in the desired form and in the desired manner.
2.The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
3.If and insofar as the customer requests this, RELAX LOUNGE will return the relevant documents.
4.If the customer does not, not timely or not properly provide the information, data or documents reasonably required by RELAX LOUNGE and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.

Duration of the agreement
1.If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after the expiry of the period, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer cancels the agreement with observing a notice period of 1 month, the agreement will end by operation of law.
2.If the parties have agreed on a term for the completion of certain activities within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give RELAX LOUNGE written notice of default.

Disclaimer
The customer indemnifies RELAX LOUNGE against all claims from third parties related to the products and / or services delivered by RELAX LOUNGE.

Complaints
1.The customer must examine a product or service provided by RELAX LOUNGE as soon as possible for any shortcomings.
2.If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform RELAX LOUNGE of this as soon as possible, but in any case within 1 month after discovery of the shortcomings.
3.Consumers must inform RELAX LOUNGE of this within 2 months after discovery of the shortcomings.
4.The customer provides a description of the shortcoming that is as detailed as possible, so that RELAX LOUNGE 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 cannot in any case lead to RELAX LOUNGE being obliged to perform other work than agreed.

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

Joint and several liability of the customer
If RELAX LOUNGE enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to RELAX LOUNGE under that agreement.

Liability RELAX LOUNGE
1.RELAX LOUNGE is only liable for any damage suffered by the customer if and insofar as such damage is caused by intent or deliberate recklessness.
2.If RELAX LOUNGE is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3.RELAX LOUNGE is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4.If RELAX LOUNGE is liable, this liability is limited to the amount that is paid out by a concluded (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 relates.
5.All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to compensation and / or (partial) dissolution of the agreement and / or suspension of any obligation.

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

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

Force of the majority
1.In addition to the provisions of Article 6:75 Dutch Civil Code, a failure of RELAX LOUNGE in the fulfillment of any obligation towards the customer cannot be attributed to RELAX LOUNGE in a situation independent of the will of RELAX LOUNGE, as a result of which the fulfillment of his obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of his obligations cannot reasonably be expected of RELAX LOUNGE.
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, uprising, riots, natural disasters, etc.);
● defaults and force majeure on the part of suppliers, deliverers or other third parties;
● unexpected power, electricity, internet, computer and telecom failures;
● computer viruses, strikes, government measures, unforeseen transportation problems, bad weather and work stoppages.
3.If a force majeure situation arises as a result of which RELAX LOUNGE cannot fulfill 1 or more obligations towards the customer, then those obligations will be suspended until RELAX LOUNGE 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 writing in whole or in part.
5.RELAX LOUNGE does not owe any (damage) compensation in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

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

Transfer of Rights
1.Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of RELAX LOUNGE.
2.This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Consequences of nullity or voidability
1.If one or more provisions of these general terms and conditions appear to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
2.A provision that is invalid or voidable will in that case be replaced by a provision that comes closest to what RELAX LOUNGE had in mind when drawing up the conditions on that point.

Applicable law and competent court
1.Dutch law is exclusively applicable to every agreement between the parties.
2.The Dutch court in the district where RELAX LOUNGE is located / maintains a practice / maintains its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Prepared on April 1, 2020.

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