Terms of service

General Terms and Conditions – Flow Boards

Email: info@flow-boards.nl
Website: www.Flow-Boards.com

Article 1 – Definitions

Flow Boards: Flow Boards Molenaar en Kick vof, established in Heemskerk, Chamber of Commerce number 93530900
 Customer: the person with whom Flow Boards has entered into an agreement
 Parties: Flow Boards and the Customer together
 Consumer: a Customer who is also an individual and acts as a private person

Article 2 – Applicability

These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Flow Boards.
 Deviations from these terms and conditions are only valid if agreed upon in writing by Flow Boards and the Customer.
 Flow Boards and the Customer expressly exclude the applicability of any general terms and conditions of the Customer or third parties.

Article 3 – Offers and Quotations

Offers and quotations from Flow Boards are non-binding, unless explicitly stated otherwise.
 An offer or quotation is valid for a maximum of 1 month unless stated otherwise.
 If the Customer does not accept the offer within the applicable term, it expires.
 Offers and quotations do not apply to repeat orders unless agreed upon in writing.

Article 4 – Acceptance

Upon acceptance of a non-binding offer or quotation, Flow Boards may revoke the offer within 3 days of receipt of acceptance.
 Oral acceptance only binds Flow Boards once confirmed in writing or electronically by the Customer.

Article 5 – Prices

Flow Boards uses prices in euros, including VAT, excluding additional costs unless otherwise agreed.
 Flow Boards may always change prices on the website or in other communications.
 For services, a total amount is agreed upon as a target price unless agreed otherwise in writing.
 Flow Boards may deviate up to 10% from the target price and must notify the Customer in time if the price is more than 10% higher.
 In that case, the Customer may cancel the part exceeding the target price (+10%).
 Flow Boards may adjust prices annually and will notify the Customer before they take effect.
 A consumer may cancel the agreement if they disagree with a price increase.

Article 6 – Payments and Payment Term

Flow Boards may request a down payment of up to 50% of the agreed amount upon entering into the agreement.
 The Customer must make a post-payment within 7 days after delivery.
 The payment terms applied by Flow Boards are final deadlines. This means that if the Customer has not paid the agreed amount by the last day of the term, they are automatically in default, without Flow Boards needing to send a reminder or declare the Customer in default.
 Flow Boards may make a delivery conditional upon immediate payment or require security for the full amount of the services or products.

 

Article 7 – Consequences of Late Payment

If the Customer does not pay within the agreed period, Flow Boards may charge statutory interest of 2% per month from the day the Customer is in default, where part of a month is counted as a full month for non-commercial transactions.
 When the Customer is in default, they must also pay extrajudicial collection costs and any compensation for damages to Flow Boards.
 Collection costs are calculated based on the Dutch Decree on Compensation for Extrajudicial Collection Costs.
 If the Customer does not pay on time, Flow Boards may suspend its obligations until payment is received.
 In the event of liquidation, bankruptcy, attachment, or suspension of payment on the part of the Customer, Flow Boards’ claims against the Customer become immediately due.
 If the Customer refuses to cooperate in the execution of the agreement by Flow Boards, they are still obligated to pay the agreed price.

 

Article 8 – Right of Reclamation

If the Customer is in default, Flow Boards may invoke the right of reclamation regarding the unpaid products delivered to the Customer.
 Flow Boards invokes its right of reclamation by sending a written or electronic notice to the Customer.
 Once the Customer has been informed of the invoked right of reclamation, they must immediately return the relevant products to Flow Boards, unless otherwise agreed in writing.
 The Customer bears the costs of retrieving or returning the products as stated in paragraph 3.

 

Article 9 – Right of Withdrawal

A consumer may cancel an online purchase within 14 days after purchase without stating a reason.
 This right of withdrawal does not apply if:

  • the product has been used

  • the product is perishable, such as food or flowers

  • the product has been custom-made or personalized for the consumer

  • the product cannot be returned for hygiene reasons, such as underwear or swimwear

  • the seal is broken, in the case of media containing digital content such as DVDs or CDs

  • the product or service involves accommodation, a trip, a restaurant, transport, catering, or leisure activities

  • the product is a single newspaper or magazine

  • it concerns an urgent repair

  • it concerns bets or lotteries

  • the consumer has waived the right of withdrawal

  • it concerns a service that is fully performed within the cooling-off period with the Customer's consent and with their explicit declaration to waive the right of withdrawal

The 14-day cooling-off period in paragraph 1 begins:

  • on the day after the consumer has received the last product or part of one order

  • once the consumer has entered into an agreement for the provision of a service

  • once the consumer has confirmed that they will download digital content via the internet

The consumer may exercise the right of withdrawal by sending an email on that subject to info@flow-boars.nl, optionally using the withdrawal form available at www.Flowboards.com.
 The consumer is obliged to return the product to Flow Boards within 14 days after notifying of the withdrawal, failing which the right of withdrawal expires.

 

Article 10 – Reimbursement of Delivery Costs

If the consumer has timely revoked the purchase and returned the complete order on time, Flow Boards will refund any shipping costs paid by the consumer within 14 days after receiving the complete returned order.
 Delivery costs will only be reimbursed if the entire order is returned.

 

Article 11 – Reimbursement of return costs

If the consumer invokes their right of withdrawal and returns the complete order on time, the Customer bears the costs thereof.

 

Article 12 – Reimbursement of return costs

If the consumer invokes their right of withdrawal and returns the complete order on time, the Customer bears the costs thereof.

 

Article 13 – Right of retention

Flow Boards may exercise its right of retention and retain the Customer’s products until the Customer has paid all outstanding invoices from Flow Boards, unless sufficient security has been provided.

The right of retention also applies based on previous agreements for which the Customer still owes Flow Boards.

Flow Boards is not liable for any damage the Customer suffers as a result of exercising its right of retention.

 

Article 14 – Retention of title

Flow Boards remains the owner of all delivered products until the Customer has paid all outstanding invoices from Flow Boards related to an underlying agreement, including claims due to non-compliance.

Until that time, Flow Boards may exercise its retention of title and reclaim the goods.

Before ownership has transferred to the Customer, the Customer may not pledge, sell, transfer or otherwise encumber the products.

If Flow Boards exercises its retention of title, the agreement is thereby rescinded and Flow Boards may claim damages, lost profits, and interest from the Customer.

 

Article 15 – Delivery

Delivery is subject to availability.

Delivery takes place at Flow Boards, unless otherwise agreed.

Delivery of online-ordered products takes place at the address specified by the Customer.

If the Customer does not pay the agreed amounts or does not pay on time, Flow Boards may suspend its obligations until payment is made.

In the event of late payment, the Customer cannot hold Flow Boards accountable for delayed delivery.

 

Article 16 – Delivery time

Delivery times are indicative. If delivery occurs later, the Customer cannot derive any rights from this unless otherwise agreed in writing.

The delivery time starts when the quotation signed for approval by the Customer is confirmed by Flow Boards in writing or electronically.

The Customer will not receive compensation and may not rescind the agreement if delivery is delayed, unless agreed in writing or Flow Boards cannot deliver within 14 days after being given notice or otherwise agreed.

 

Article 17 – Actual delivery

The Customer must ensure that the actual delivery of the ordered products can take place on time.

 

Article 18 – Transport costs

The Customer bears the transport costs, unless otherwise agreed in writing with Flow Boards.

 

Article 19 – Packaging and shipping

If the packaging of a delivered product is opened or damaged, the Customer must have the carrier make a note of this before accepting the product. If not, the Customer cannot hold Flow Boards liable for any damage.

If the Customer arranges transport themselves, they must report visible damage to the product or packaging to Flow Boards before transport. If not, they cannot hold Flow Boards liable.

 

Article 20 – Insurance

The Customer must sufficiently insure and keep insured against fire, explosion and water damage, and theft:

  • delivered goods necessary for the execution of the agreement

  • goods of Flow Boards present at the Customer’s location

  • goods delivered under retention of title

Upon request, the Customer must show Flow Boards the policy of these insurances.

 

Article 21 – Storage

If the Customer accepts ordered products later than the agreed delivery date, the risk of quality loss is entirely theirs.

Any additional costs resulting from early or late acceptance of products are fully borne by the Customer.

 

Article 22 – Assembly and/or installation

Although Flow Boards strives to perform all assembly and/or installation work to the best of its ability, it assumes no responsibility, except in cases of intent or gross negligence.

 

Article 23 – Warranty

If the Customer and Flow Boards enter into a service agreement, it only involves a best-efforts obligation, not a result obligation.

Warranty on products applies only to defects caused by faulty manufacturing, construction, or material.

The warranty does not apply to:

  • normal wear and tear

  • damage from accidents

  • damage from modifications made to the product

  • damage from negligence or improper use by the Customer

  • when the cause of the defect cannot be clearly determined

The risk of loss, damage, or theft of the products transfers to the Customer once they are legally or actually delivered, or come under the control of the Customer or a third party receiving the product on behalf of the Customer.

 

Article 24 – Execution of the agreement

Flow Boards performs the agreement to the best of its knowledge and ability and in accordance with good craftsmanship.

Flow Boards may outsource agreed services entirely or partially.

Execution takes place in consultation and after written agreement and payment of any advance by the Customer.

The Customer must ensure that Flow Boards can start on time.

If not, any resulting extra costs are borne by the Customer.

 

Article 25 – Provision of information by the Customer

The Customer must timely provide all information, data, and documents relevant to the correct execution of the agreement, in the desired format and manner.

The Customer guarantees the accuracy and completeness of provided information, even if it comes from third parties, unless the nature of the agreement dictates otherwise.

Flow Boards will return documents upon request.

If the Customer fails to timely provide necessary information and this delays the execution of the agreement, additional costs and time are borne by the Customer.

 

Article 26 – Intellectual property

Flow Boards retains all intellectual property rights to all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and mock-ups, unless otherwise agreed.

The Customer may not show, make available, or use the rights mentioned in paragraph 1 without prior written permission from Flow Boards.

 

Article 27 – Penalty clause

If the Customer violates the confidentiality or intellectual property clause, they must pay Flow Boards an immediately due penalty for each violation.

If the Customer is a consumer, the penalty is €1,000.

If the Customer is not a consumer, the penalty is €5,000.

Additionally, the Customer owes 5% of the amount referred to in paragraph 2 or 3 for each day the violation continues.

No notice of default or legal action is required to claim this penalty. Damage is not required.

Flow Boards may claim compensation in addition to the penalty.

 

Article 28 – Indemnification

The Customer indemnifies Flow Boards against all third-party claims related to the delivered products and/or services.

 

Article 29 – Complaints

The Customer must inspect a delivered product or provided service as soon as possible for any shortcomings.

If a product or service does not meet reasonable expectations, the Customer must notify Flow Boards within 1 month of discovering the shortcoming.

A consumer must notify Flow Boards within 2 months at the latest.

The Customer must describe the issue in as much detail as possible so Flow Boards can respond appropriately.

The Customer must prove that the complaint concerns an agreement between them and Flow Boards.

Ongoing work complaints do not entitle the Customer to demand additional services beyond the agreement.

 

Article 30 – Notice of default

The Customer must notify Flow Boards in writing of any notice of default.

The Customer is responsible for ensuring that the notice reaches Flow Boards on time.

 

Article 31 – Liability of the Customer

If Flow Boards enters into an agreement with multiple Customers, each is jointly and severally liable for fulfilling the obligations in that agreement.

 

Article 32 – Liability of Flow Boards

Flow Boards is only liable for damage suffered by the Customer if caused by intent or deliberate recklessness.

Flow Boards is only liable for direct damage related to the execution of the underlying agreement.

Flow Boards is not liable for indirect damage, such as consequential damage, loss of profit, or third-party damage.

If Flow Boards is liable, the liability is limited to the amount paid by liability insurance. If not insured or unpaid, liability is limited to the (part of the) invoice amount to which the liability relates.

All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative and do not entitle to compensation, dissolution, or suspension.

 

 

Article 33 – Limitation period

Any right of the Customer to compensation from Flow Boards expires 12 months after the event that caused the liability, unless Article 6:89 of the Dutch Civil Code provides otherwise.

 

Article 34 – Termination

The Customer may terminate the agreement if Flow Boards fails in the performance of its obligations, unless the shortcoming does not justify termination due to its special nature or minor significance.

If performance is still possible, termination can only take place after Flow Boards is in default.

Flow Boards may terminate the agreement if the Customer fails to meet obligations or if Flow Boards has reason to believe the Customer will not comply.

 

Article 35 – Force majeure

In addition to Article 6:75 BW, a shortcoming of Flow Boards cannot be attributed to it in cases of force majeure.

Force majeure includes:

  • emergencies such as civil war or natural disaster

  • non-performance or force majeure by suppliers, couriers, or others

  • power, electricity, internet, computer, or telecom failures

  • computer viruses

  • strikes

  • government measures

  • transport issues

  • bad weather

  • work stoppages

If a force majeure situation prevents Flow Boards from fulfilling one or more obligations, those obligations are suspended until they can be fulfilled.

If a force majeure lasts more than 30 calendar days, both Parties may terminate the agreement in writing, in whole or in part.

Flow Boards owes no compensation during force majeure, even if it benefits from the situation.

 

Article 36 – Amendment of the agreement

If necessary for execution, the Customer and Flow Boards may amend the agreement.

 

Article 37 – Amendment of general terms and conditions

Flow Boards may amend these general terms and conditions.

Minor changes may be made at any time.

Significant changes will be discussed with the Customer beforehand as much as possible.

A consumer may cancel the underlying agreement in case of a significant change.

 

Article 38 – Transfer of rights

The Customer may not transfer rights from an agreement with Flow Boards to third parties without written permission from Flow Boards.

This provision has proprietary effect under Article 3:83 paragraph 2 BW.

 

Article 39 – Consequences of nullity or voidability

If one or more provisions of these general terms are void or voidable, this does not affect the other provisions.

The void or voidable provision will be replaced by a provision that comes closest to the original intention of Flow Boards.

 

Article 40 – Applicable law and competent court

Dutch law applies to these general terms and conditions and every underlying agreement between the Customer and Flow Boards.

The court in the district of Flow Boards’ registered office has exclusive jurisdiction to hear any disputes, unless the law provides otherwise.

 

 


Drawn up on April 9, 2024