Terms and conditions
Article 1 - Definitions
1. UPPOSE: UPPOSE, established in Utrecht, Chamber of Commerce no. 81135564.
2. Customer: the person with whom UPPOSE has entered into an agreement.
3. Parties: UPPOSE and customer together.
4. Consumer: a customer who is an individual acting for private purposes.
Article 2 - Applicability
1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of UPPOSE.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Article 3 - Prices
1. All prices used by UPPOSE are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. UPPOSE is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
3. Increases in the cost prices of products or parts thereof, which UPPOSE could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
Article 4 - Samples / models
If the customer has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products be supplied conform to the sample or model.
Article 5 - Payments and payment term
1. UPPOSE may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
2. The customer must have paid the full amount within 7 days after delivery of the product.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without UPPOSE having to send the customer a reminder or to put him in default.
4. UPPOSE reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Article 6 - Consequences of late payment
1. If the customer does not pay within the agreed term, UPPOSE is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to UPPOSE.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the customer does not pay on time, UPPOSE may suspend its obligations until the customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of UPPOSE on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by UPPOSE, he is still obliged to pay the agreed price to UPPOSE.
Article 7 - Right of recovery of goods
1. As soon as the customer is in default, UPPOSE is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
2. UPPOSE invokes the right of recovery by means of a written or electronic announcement.
3. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to UPPOSE, unless the parties agree to make other arrangements about this.
4. The costs for the collection or return of the products are at the expense of the customer.
Article 8 - Right of cancellation
1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that
the product has not been used
the product is not specially tailored for the consumer or adapted to its special needs
the purchase does not concern an (assignment to) urgent repair
the consumer has not renounced his right of cancellation
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 the product of a subscription
as soon as the consumer has purchased a service for the first time
as soon as the consumer has confirmed the purchase of digital content via the internet
3. The consumer can notify his right of cancellation via firstname.lastname@example.org.
4. The consumer is obliged to return the product to UPPOSE within 14 days after the notification of his right of cancellation, after which period his right of cancellation will lapse.
5. The costs for return are due for the consumer.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, UPPOSE will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to UPPOSE in time.
Article 9 - Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 10 - Right of retention
1. UPPOSE can appeal to his right of retention of title and in that case retain the products sold by UPPOSE to the customer until the customer has paid all outstanding invoices with regard to UPPOSE, unless the customer has provided sufficient security for these payments.
2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to UPPOSE.
3. UPPOSE is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Article 11 - Settlement
The customer waives his right to settle any debt to UPPOSE with any claim on UPPOSE.
Article 12 - Retention of title
1. UPPOSE remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to UPPOSE under whatever agreement with UPPOSE including of claims regarding the shortcomings in the performance.
2. Until then, UPPOSE can invoke its retention of title and take back the goods.
3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If UPPOSE invokes its retention of title, the agreement will be dissolved and UPPOSE has the right to claim compensation, lost profits and interest.
Article 13 - Delivery
1. Delivery takes place while stocks last.
2. Delivery takes place at UPPOSE unless the parties have agreed upon otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed price is not paid on time, UPPOSE has the right to suspend its obligations until the agreed price is fully paid.
5. In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by UPPOSE.
Article 14 - Delivery period
1. Any delivery period specified by UPPOSE is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
2. The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from UPPOSE.
3. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless UPPOSE cannot deliver within [number of days late] or if the parties have agreed upon otherwise.
Article 15 - Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Article 16 - Transport costs
Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.
Article 17 - Packaging and shipping
1. If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which UPPOSE may not be held liable for any damage.
2. If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to UPPOSE, failing which UPPOSE cannot be held liable for any damage.
Article 18 - Insurance storage
1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
2. Any extra costs as a result of premature or late purchase of products are entirely at the customer's expense.
Article 19 - Guarantee
1. The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
2. 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, or when the cause of the defect cannot clearly be established.
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.
Article 20 - Exchange
1. Exchange is only possible if the following conditions are met:
exchange takes place within 14 days after purchase upon presentation of the original invoice
the product is returned in the original packaging or with the original (price) tags still attached to it
the product has not been used
2. Discounted items, non-shelf articles such as food, custom made items or specially adapted articles for the customer cannot be exchanged.
Article 21 - Indemnity
The customer indemnifies UPPOSE against all third-party claims that are related to the products and/or services supplied by UPPOSE.
Article 22 - Complaints
1. The customer must examine a product or service provided by UPPOSE as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform UPPOSE of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform UPPOSE of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that UPPOSE is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to UPPOSE being forced to perform other work than has been agreed.
Article 23 - Giving notice
1. The customer must provide any notice of default to UPPOSE in writing.
2. It is the responsibility of the customer that a notice of default actually reaches UPPOSE (in time).
Article 24 - Joint and several Client liabilities
If UPPOSE enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to UPPOSE under that agreement.
Article 25 - Liability of UPPOSE
1. UPPOSE is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
2. If UPPOSE is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. UPPOSE is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If UPPOSE is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to 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 any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
6. The UPPØSTURE and UPSØLE are designed to offer height increase and posture alignment, UPPOSE makes no medical claims in the cure of any medical condition and/or safety of use. It is your responsibility to evaluate your own physical condition and to independently determine whether to use the UPPØSTURE and UPSØLE. If you experience any symptoms of unsteadiness, or leg, feet, ankle, knees and back pain discontinue use. Mild pain in the feet/back may be experienced in the beginning, contact your physician if the pain does not improve after a few days. The use of the ØPPOSTURE and UPSØLE may result in injury. By voluntarily undertaking the use of these type of products you assume the risk of any resulting injury. We do not recommend using UPPØSTURE and UPSØLE when undertaking physical activities.
Article 26 - Expiry period
Every right of the customer to compensation from UPPOSE shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
Article 27 - Dissolution
1. The customer has the right to dissolve the agreement if UPPOSE imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by UPPOSE is not permanent or temporarily impossible, dissolution can only take place after UPPOSE is in default.
3. UPPOSE has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give UPPOSE good grounds to fear that the customer will not be able to fulfill his obligations properly.
Article 28 - Force majeure
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of UPPOSE in the fulfillment of any obligation to the customer cannot be attributed to UPPOSE in any situation independent of the will of UPPOSE, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from UPPOSE .
2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which UPPOSE cannot fulfill one or more obligations towards the customer, these obligations will be suspended until UPPOSE can comply with it.
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. UPPOSE does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Article 29 - Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Article 30 - Changes in the general terms and conditions
1. UPPOSE is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by UPPOSE with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Article 31 - Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with UPPOSE to third parties without the prior written consent of UPPOSE .
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Article 32 - Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what UPPOSE had in mind when drafting the conditions on that issue.
Article 33 - Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where UPPOSE is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 01 januari 2021.