General Terms and Conditions PortaSauna B.V.

Article 1 – Definitions
Seller: PortaSauna B.V., KvK 42081448. Buyer: Seller’s counterparty. Agreement: any agreement between Seller and Buyer.

Article 2 – General
2.1 These terms apply to all offers, quotations, orders and Agreements between Seller and Buyer unless agreed otherwise in writing.
2.2 They also apply where Seller uses third parties. Buyer’s own terms are excluded.
2.3 Deviations are valid only if agreed in writing. If any provision is invalid, the remaining provisions remain in force.
2.4 These terms also apply to subsequent Agreements between the parties.

Article 3 – Offers, Orders and Prices
3.1 Unless otherwise stated, offers are valid for 30 days.
3.2 An Agreement is concluded when signed by both parties, when Seller accepts Buyer’s order in writing, or when Seller supplies the goods.
3.3 Anyone entering an Agreement on behalf of Buyer warrants that they are authorised to do so.
3.4 Seller may issue an order confirmation. Changes require Seller’s written approval.
3.5 Seller may refuse an order and set minimum order quantities.
3.6 If Buyer’s acceptance differs from Seller’s offer, Seller is not bound unless it accepts the deviation.
3.7 Unless stated otherwise, prices are in euros and exclude Dutch VAT, duties, transport, insurance, loading, packaging, handling and other applicable costs.
3.8 Seller may change prices and product specifications before an Agreement is concluded. After conclusion, statutory tax increases or cost-price increases of more than 5% may be passed on where permitted by law.
3.9 Discounts must be agreed in writing. Offers do not automatically apply to repeat orders.

Article 4 – Product Information
Images, dimensions, descriptions and specifications are indicative unless expressly agreed otherwise. Seller may make reasonable changes and use equivalent or superior materials.

Article 6 – Performance
6.1 Buyer must provide all information, permits and cooperation reasonably required.
6.2 Seller may suspend performance and charge reasonable extra costs where Buyer causes delay.
6.3 Seller may engage third parties where reasonably necessary.
6.4 Seller is not liable for loss caused by incorrect or incomplete information supplied by Buyer unless Seller knew it was incorrect.

Article 7 – Delivery
7.1 Delivery will be made to the agreed address or collection point.
7.2 Buyer must accept delivery when goods are delivered or made available.
7.3 If Buyer refuses or fails to accept delivery, Seller may store the goods at Buyer’s cost and risk. If this continues for more than one month, Seller may resell the goods and recover reasonable losses and costs.
7.4 Seller may charge agreed or reasonable delivery, collection and transport costs.
7.5 Delivery periods begin after Seller has received all information reasonably required from Buyer.
7.6 Delivery dates are estimates unless expressly agreed as firm deadlines. If Seller is late, Buyer must first give written notice and a reasonable period for performance.

Article 8 – Transport and Storage
Unless otherwise agreed, Seller may select the transport method and carrier. Special transport requests may incur additional charges. Buyer must follow Seller’s reasonable storage, handling and use instructions. Warranty or liability may be reduced or excluded where damage results from improper storage, handling or use.

Article 9 – Inspection and Complaints
9.1 Buyer must inspect goods promptly on delivery for quantity, visible damage and obvious defects.
9.2 Visible shortages or damage must be reported immediately and, where relevant, noted on the carrier’s delivery document.
9.3 Hidden defects must be reported in writing as soon as reasonably possible after discovery.
9.4 Seller must be given a reasonable opportunity to inspect any alleged defect.
9.5 Where a complaint is accepted, Seller may repair, replace or credit the affected goods within a reasonable period, subject to mandatory law.
9.6 Returns require Seller’s prior written authorisation.

Article 10 – Payment
10.1 Unless agreed otherwise, payment is due in advance. Where Seller grants credit, invoices are payable within the agreed term.
10.2 Webshop orders may require payment in full before dispatch.
10.3 If Buyer fails to pay on time, Buyer is in default and owes statutory commercial interest or, where legally permitted and higher, 1.5% interest per month or part thereof.
10.4 Reasonable collection, legal and enforcement costs caused by late payment are payable by Buyer to the extent permitted by law.
10.5 Seller may suspend further deliveries while sums are overdue.
10.6 Payments may first be applied to costs, then interest, then principal.
10.7 Amounts owed may become immediately due where permitted by law if Buyer becomes insolvent, bankrupt, enters liquidation, suspends payments or ceases business.

Article 11 – Retention of Title
11.1 Goods remain Seller’s property until Buyer has paid all amounts due under the relevant Agreements, to the extent permitted by Dutch law.
11.2 Until title passes, Buyer must protect the goods and may not pledge or otherwise encumber them.
11.3 Buyer must inform Seller of any third-party claim or attachment affecting goods subject to retention of title.
11.4 Where legally permitted, Seller may recover unpaid goods and Buyer must provide reasonable access. Recovery and transport costs may be charged to Buyer.

Article 12 – Warranty
12.1 Goods will comply with applicable Dutch legal requirements and specifications expressly agreed.
12.2 Warranty covers manufacturing defects only and does not cover normal wear, misuse, negligence, incorrect installation, modification, improper maintenance, storage, handling or use contrary to instructions.
12.3 Seller may repair or replace defective goods or provide another remedy required by law.
12.4 Any commercial warranty is limited to the stated warranty period and, where applicable, the manufacturer’s warranty.
12.5 Warranty begins on the date of receipt.
12.6 Buyer cannot rely on warranty rights where a defect was caused by Buyer, a third party, unauthorised modification or unintended use.
12.7 Nothing in these terms excludes statutory rights that cannot legally be excluded.

Article 13 – Risk
Risk of loss or damage passes to Buyer when goods are delivered to Buyer or to a third party designated by Buyer, except where mandatory law provides otherwise.

Article 15 – Suspension and Termination
15.1 Seller may suspend performance or terminate an Agreement where Buyer materially fails to perform, fails to pay on time, fails to provide agreed security, or where there are reasonable grounds to believe Buyer will not perform.
15.2 Seller may also terminate where performance becomes impossible or cannot reasonably be required due to circumstances beyond Seller’s control.
15.3 On termination, amounts already due become immediately payable. Seller retains any rights to damages available under law or the Agreement.

Article 16 – Cancellation
16.1 After an Agreement is concluded, cancellation by Buyer requires Seller’s written consent unless Buyer has a statutory cancellation right.
16.2 For business orders accepted for cancellation, Seller may charge reasonable cancellation costs, including costs already incurred and direct loss. Where specifically agreed, this may be 10% of the order value.
16.3 Custom-made, specially ordered or processed goods may be non-cancellable to the extent permitted by law.

Article 18 – Liability
18.1 Seller’s liability for defective goods is subject to the warranty provisions and mandatory law.
18.2 To the extent legally permitted, Seller’s liability for direct loss is limited to the amount paid by its insurer or, if no insurance payment is made, the invoice value of the goods or part of the Agreement giving rise to the claim.
18.3 Seller is not liable for indirect or consequential loss, including loss of profit, turnover, savings or business interruption, except where prohibited by law.
18.4 Seller is not liable for loss caused by incorrect installation, storage, handling, maintenance, use contrary to instructions or unintended use.
18.5 Buyer is responsible for determining whether goods are suitable for its intended purpose unless Seller has expressly confirmed suitability in writing.
18.6 Nothing excludes liability for fraud, intentional misconduct, gross negligence or liability that cannot legally be excluded or limited.

Article 19 – Force Majeure
19.1 Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including strikes, power or IT failures, fire, flood, theft, transport disruption, war, civil unrest, governmental measures, import/export restrictions, embargoes, supply-chain failures and significant staff absence.
19.2 Affected obligations may be suspended while the event continues.
19.3 If force majeure continues for more than two months, either party may terminate the affected Agreement without liability for future performance, subject to payment for goods or services already supplied.

Article 20 – Intellectual Property
Seller retains all intellectual property rights in its designs, branding and materials. Buyer may not reproduce, modify or disclose them without written permission, except as required for the agreed use of the goods.

Article 21 – Confidentiality
Each party must keep the other’s confidential information confidential, except where disclosure is required by law.

Article 22 – Disputes
Subject to mandatory jurisdiction rules, disputes will be submitted to the competent court where Seller has its registered office. Seller may also bring proceedings before another court with jurisdiction under applicable law.

Article 23 – Applicable Law
All Agreements are governed by Dutch law, subject to mandatory consumer protections.

Article 24 – Company Details
Seller: PortaSauna B.V.
KvK: 42081448.

Disclaimer
Prices and offers are subject to correction of obvious typographical errors.