1.1. In the general terms and conditions the following terms shall have the following meanings:
- a) Offer: the products offered by Agent;
- b) Agent: HEAFLOW, Acting under the name “Air Volt Cycling” also “Air Volt pump” with its registered office in Rijswijk and its principal place of business at Frijdastraat 20B, 2288 EZ with e-mail email@example.com and registered in the trade register of the Chamber of Commerce under 77006941 and with VAT identification number NL860870509B01, which facilitates agreements for the delivery of supplier's products via the website as agent;
- c) Order: the product ordered by the buyer for which an agreement has been concluded;
- d) Cooling-off period: the period within which the consumer can exercise his right of withdrawal;
- e) Purchaser: the natural person who is not acting in the exercise of a profession or business and enters into a distance contract with an agent;
- f) Dropshipping: buyer places an order via the website, with which agent receives an order and authorisation to act as an intermediary, and therefore not for the account and risk of agent, to create an agreement concerning one or more products between buyer and supplier and where payment under the agreement is made via agent and supplier, delivers the product directly to buyer;
- g) 'form' means the withdrawal form made available by the supplier to a consumer who wishes to exercise his right of withdrawal, as set out in the Annex to the Conditions;
- h) Right of withdrawal: the possibility for the consumer to withdraw from the contract within the cooling-off period;
- i) Purchaser: the person (consumer) with whom an agreement is concluded on behalf of the supplier;
- j) Supplier: the supplier of a product;
- k) Agreement: an agreement for the purchase of products to be concluded or entered into between the buyer (“purchaser”) and the “supplier” via the “agent” (HEAFLOW), whereby only one or more techniques for distance communication are used for the conclusion of the agreement;
- l) Product: a good offered by the “supplier” via the website by means of dropshipping;
- m) Written: all digital communication by means of characters that can be stored on a durable data carrier and of which the agent can determine the method to be used;
- n) Terms and conditions: these general terms and conditions dropshipping HEAFLOW acting as agent.
1.2. The terms and conditions apply to every agent's offer, every order and every agreement, including additions or amendments thereto as well as follow-up agreements.
1.3. The applicability of any general or (purchase) conditions of the buyer of agent is expressly rejected.
1.4. Articles 11.5, 11.6, 12, 13 and 14 of the conditions only apply to consumers.
1.5. If one or more provisions of the terms and conditions are at any time wholly or partially void or nullified, the agreement and these terms and conditions shall otherwise remain in force and the provision in question shall be replaced by a provision that approximates the purport of the original as closely as possible in mutual consultation.
2.1. If the supplier is not established in the Netherlands, the ordered product will be imported in the name of the buyer. Any additional costs, such as VAT, clearance charges and other government levies shall be borne by the buyer (“Purchaser”).
2.2. The prices stated in the offer are exclusive of VAT and other government levies and exclusive of shipping and possible transport and packaging costs, unless explicitly stated otherwise.
2.3. Payment of the order is handled by agent, whereby agent pays supplier on behalf of buyer (“Purchaser”).
2.4. The difference in fee between the amount paid by the buyer for the order and the amount paid by the agent to the supplier is not equal and is to be considered as a fee for the services provided by the agent.
2.5 The supplier’s details are listed on the website
3.1. Each agent’s offer has a limited period of validity, i.e. until such time as a product is no longer in stock or available from the supplier ("run out") or can no longer be ordered via the website.
3.2. If an offer is made under specific conditions, this will be explicitly stated in the offer.
3.3. Every offer is without obligation. Agent is at all times entitled to change the offer.
3.4. Each offer contains a complete and as accurate as possible description of the products to enable a proper assessment by the buyer (“Purchaser”). Product images are a true representation of a product.The agent cannot guarantee that the colors shown correspond exactly with the real colors of a product. If the buyer proceeds to place an order, the buyer has been able to assess the product, the image and the description thereof with due observance of the foregoing.
3.5. All illustrations and descriptions of a product are an indication and, in the event of inaccuracy and/or deviations, cannot be a reason for compensation or dissolution of the agreement, unless the deviations are of such an essential nature that they actually involve a different product than that which the buyer intended to order.
3.6. Any offer from which the buyer could reasonably have expected, had to understand or should have understood that this offer contains an obvious error or contains an obvious error, the buyer does not have to honour it. The Buyer (“Purchaser”) cannot derive any rights from such a mistake or error.
4.1. Subject to the provisions of Article 4.5, an agreement is concluded at the time of acceptance of the offer and the placing of an order by the buyer and compliance with the conditions set.
4.2. The agreement will be concluded in English, unless the agent offers the terms and conditions and further communication in another language via the website. In the latter case, an agreement may also be concluded in a language of the buyer's choice and the buyer may also communicate with the agent in that language.
4.3. If the buyer (“Purchaser”) accepts the offer by electronic means, the agent will immediately confirm receipt of the acceptance by electronic means, with which the agreement is concluded. As long as the receipt of the acceptance has not been confirmed by the agent, the buyer may dissolve the agreement.
4.4. Agent shall take appropriate technical and organisational measures to secure the electronic transmission of data and shall ensure a secure environment. Agent will take appropriate security measures if the buyer is able to pay electronically.
4.5. Agent can inform himself whether the purchaser can meet his payment obligations as well as everything that may be relevant for the responsible conclusion of the agreement. If Agent has good grounds for not entering into the agreement, he is entitled to refuse acceptance or the order or to attach special conditions to the execution.
4.6. Purchaser shall ensure that all information, which agent indicates that it is necessary or which purchaser should reasonably understand that it is necessary for the execution of the agreement, is provided to the Agent in a timely manner. If such information is not provided to the agent in a timely manner, the agent shall have the right to suspend the performance of the agreement and/or to charge the buyer for the additional costs resulting from the delay at the agent's usual rates.
4.7. Agent shall not be liable for any damage, of whatever nature, that is caused by the agent's reliance on incorrect and/or incomplete information provided by the buyer, unless such incorrectness or incompleteness was known to the agent.
5.1. The prices as mentioned in the offer are based on the cost factors applicable at the time of concluding the agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes. Any advantageous and disadvantageous differences at the time of arrival, departure or delivery shall be for the benefit or at the expense of the buyer respectively.
5.2. Prices of offers are subject to printing and typographical errors. No liability is accepted for the consequences of printing and typesetting errors. In case of printing and typesetting errors, the agent is not obliged to deliver the product according to the incorrect price.
5.3. A composite quotation does not oblige the agent to deliver any part of the goods included in the offer or quotation for a corresponding part of the price quoted.
6. Conformity and warranty
6.1. With due observance of what is stated in this respect in the terms and conditions, products comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and regulations existing on the date of the conclusion of the agreement.
6.2. Agent points out that certain products have a limited shelf life, which is then indicated on the product in question. Purchaser must take this shelf life into account in order to guarantee the quality and safety of the product in accordance with the supplier's warranty.
6.3. Any defects or wrongly delivered products must be reported in writing to the agent within two (2) weeks after delivery. Products must be returned in their original packaging and in new condition.
6.4. The agent's warranty period corresponds to the manufacturer's warranty period. However, agent is never responsible for the ultimate suitability of the products for any individual application by purchaser, nor for any advice regarding the use or application of the products.
6.5. In the event of a warranty claim, agent will, at his discretion, provide replacement or repair. In case of replacement, the buyer undertakes to return the replaced item to the agent.
6.6. The guarantee does not apply if:
- the buyer has repaired and/or processed the delivered products himself or has had them repaired and/or processed by third parties;
- the products supplied have been exposed to abnormal conditions or have otherwise been handled carelessly or contrary to the instructions of the agent and/or have been handled on the packaging;
- the defect is wholly or partly the result of regulations which the government has imposed or will impose with regard to the nature or the quality of the materials used.
7. Delivery and execution
7.1. Agent will handle orders of products with the utmost care.
7.2. The place of delivery shall be the address that the buyer has given to the agent when placing the order.
7.3. Agent will expeditiously pass on accepted orders and have them carried out.
7.4. All delivery times are indicative. Deliveries of products from a country other than The Netherlands may take longer than indicated on the website. This period depends on the delivery time of the supplier. The buyer cannot derive any rights from any of the periods mentioned.
7.5. If an order cannot be carried out, or can only be carried out in part, the buyer will be informed of this within 30 days after he has placed the order.
7.6. Agent is entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery does not have any independent value. Agent is entitled to invoice the thus delivered separately. Exceeding a term does not entitle the buyer to compensation.
7.7. Delivery times mentioned on the website are only indicative.
7.8. If the stated delivery time is exceeded, the Buyer shall not be entitled to dissolution or compensation, unless expressly agreed otherwise.
7.9. In the event of dissolution in accordance with the provisions of paragraph 3 of this article, the agent will refund the amount paid by the buyer as soon as possible, but no later than 14 days after dissolution.
7.10. If delivery of an ordered product turns out to be impossible, agent will make every effort to provide a replacement article. At the latest upon delivery, it will be clearly and comprehensively stated that a replacement article will be delivered. In the case of replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment shall be borne by the agent.
7.11. The risk of damage and/or loss of products rests with the agent until the moment of delivery to the Buyer or a representative appointed in advance and made known to the agent, unless expressly agreed otherwise. Acceptance of goods without comments on the waybill/invoice serves as proof that the packaging was in good condition at the time of delivery.
8.1. Unless otherwise agreed, the amounts owed by the buyer on account of the agreement must be paid immediately after the order is placed.
8.2. The buyer is obliged to report any inaccuracies in the payment details provided or stated to the agent without delay.
8.3. If the Purchaser fails to fulfil his payment obligation(s) on time, he shall owe the legal interest on the amount still due, and if the Purchaser is not a consumer, this shall be the legal commercial interest, after having been notified of the late payment by the agent and the agent has allowed the Purchaser a reasonable period of time to fulfil his payment obligations, and if the Purchaser is not a consumer, the agent shall be entitled to charge the extrajudicial collection costs incurred by or on behalf of the agent. The collection costs will be calculated in accordance with the “Besluit vergoeding voor buitengerechtelijke incassokosten (Besluit BIK) (Compensation for Extrajudicial Collection Costs Decree).
9. Provisions concerning website and products
9.1. Agent is not responsible for errors and/or irregularities in the functionality of the website. Agent is not liable for malfunctions or unavailability of the website for any reason whatsoever.
9.2. Agent is not responsible for the proper and complete transmission of the content of e-mail or other digital communications sent by/on behalf of Agent, nor for their timely receipt.
9.3. All buyer's claims on the part of the agent for failure to act shall lapse if they are not reported to the agent in writing, stating reasons, within one (1) year after the buyer was aware or could reasonably have been aware of the facts on which he bases his claims.
9.4. Agent expressly rejects all liabilities and claims of buyers and third parties who have suffered (physical) damage due to careless, incorrect or unnecessary use of the products. The products must only be used in accordance with the instructions for use.
9.5. Agent advises purchaser to always read the operating instructions before use and to act accordingly. Products must be stored and used in accordance with the operating instructions.
9.6. Any advice on the use of products is general and non-binding in nature. It is the buyer's (“Purchaser”) own responsibility to assess whether a product is suitable for him. In case of doubt about the use of a product, the supplier or the (family) physician of the buyer should be contacted for an assessment for the use in a specific case.
9.7. Certain products, such as very small products, personal care products and electrical appliances, should be kept out of the reach of young children.
9.8. Agent advises purchaser at all times, but especially in case of pregnancy, lactation, use of medication and in case of doubt about hypersensitivity to one of the ingredients, to consult an expert, if necessary, after reading the instructions for use, before using products, such as external care products.
10. Force majeure
10.1. Agent is not liable to the buyer if, as a result of force majeure, obligations under the agreement cannot be fulfilled. Force majeure is in any case understood to mean:
- a) force majeure at supplier;
- b) government measures and restrictions;
- c) power outage;
- d) disruption of internet, data network and telecommunication facilities, such as due to cybercrime and hacking;
- e) natural disasters;
- f) war and terrorist attacks;
- g) general transport problems and restrictions;
- h) strikes at supplier or agent; and
- i) other situations beyond the agent's control that temporarily or permanently prevent compliance with obligations.
10.2. During the period that the force majeure continues, suspend the obligations arising from the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party or agent for damages.
10.3. Insofar as the Agent has already partially fulfilled his obligations under the agreement or will be able to fulfil them at the time of the force majeure, and the part fulfilled or to be fulfilled respectively has independent value, the Agent shall be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
11.1. The (personal) data of the buyer will be included in a database of the Agent. These data are primarily used for the execution of the agreement. Upon request, Agent can send information about its products, such as newsletters and offers, to the buyer. Buyer can at all times object to the use of personal data for direct marketing purposes and/or the (further) receipt of (certain) marketing information by sending a request for termination to agent.
11.2. Buyer agrees to the use of electronic means of communication. Buyer acknowledges that, despite all reasonable security measures taken by agent, electronic communication is not safe and can be intercepted, manipulated, infected, delayed or misdirected, including by viruses and spam filters. Neither can agent provide absolute security against consultation by unauthorized persons.
11.3. Agent shall take appropriate measures to guarantee the confidentiality and safe storage of (personal) data.
11.4. Within the framework of the execution of the agreement, (personal) data may also be transferred to countries outside the European Union, e.g. to a supplier in China, because otherwise the agreement between the buyer and the supplier cannot be executed and the delivery of the order to the buyer cannot be made by the supplier. The agent will, however, provide contractual guarantees in this regard.
11.5. A buyer who is a consumer has the right to request in writing to the Agent to allow inspection of the personal data processed by the Agent and/or (if applicable) to correct, supplement, remove or block these. A request for inspection and/or correction must be addressed to the management of the Agent. At the first request of the Buyer, the registered personal data will be provided, corrected or removed.
11.6. The personal data of the purchaser who is a consumer will not be provided to third parties, unless the agent is obliged to do so by or pursuant to applicable laws and regulations or it is necessary for the execution of the agreement.
12.1. For consumers, prices are shown exclusive of VAT, taxes and shipping costs.
12.2. Before an agreement is concluded with a consumer (“Purchaser”), the text of the conditions (electronically) is made available to the consumer in such a way that the consumer can easily store it on another durable medium. If this is not reasonably possible, before the agreement is concluded, it will be indicated where and how the conditions can be viewed electronically and that the conditions will be sent electronically or otherwise free of charge at the consumer's request.
12.3. For the benefit of the consumer, Agent will make the following information available via the website, or at least make this information available that it can be stored in an accessible manner on a durable data carrier:
- the conditions under which and the way in which the consumer can lodge a complaint;
- the conditions under which and the manner in which the consumer may exercise the right of withdrawal, or a clear indication of the exclusion of the right of withdrawal;
- warranty and after-sales service information; and
- the form.
12.4. For the exercise of all legal rights that the consumer has vis-à-vis the supplier, the consumer may turn to an agent, provided that this is in accordance with the provisions of the terms and conditions.
12.5. A guarantee provided by or on behalf of the agent or supplier does not affect the legal rights that the consumer can assert against the agent under the agreement.
12.6. In case of application of article 7.5, the buyer who is a consumer has the right to dissolve the agreement free of charge with regard to products that are not or not within a reasonable period of time deliverable.
12.7. The Agent may deviate from Article 8.3 in the collection costs to be charged in favour of the consumer.
13. Right of withdrawal
13.1. When purchasing products, the buyer who is a consumer has the option of dissolving the agreement without giving reasons for a period of 14 days. This cooling-off period commences on the day after receipt of the product by the consumer or a representative appointed in advance by the consumer and made known to the agent.
13.2. During the reflection period, the consumer should handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises the right of withdrawal, the consumer will return the product with all delivered accessories and - if reasonably possible - in its original condition and packaging to the agent in accordance with the reasonable instructions provided by the agent.
13.3. If the consumer wishes to make use of the right of withdrawal, he must notify the agent within 14 days after receipt of the product by means of the form. After the consumer has made known to make use of the right of withdrawal, the consumer must return the product to the agent or supplier within 14 days. In doing so, the consumer must prove (trackable shipment) that the delivered products have been returned on time.
13.4. If, after expiry of the periods mentioned in Articles 13.2 and 13.3, the consumer has not made it known that he wishes to exercise the right of withdrawal or has not returned the product to the agent, the sale is a fact.
13.5. The following products are excluded from the right of withdrawal:
- a) products that are clearly personal in nature;
- b) products which, by their nature, cannot be returned;
- c) products that can spoil or age quickly;
- d) products whose price is subject to fluctuations in the financial market and over which agent has no influence;
- e) audio and video recordings and computer software of which the seal has been broken after delivery
- f) sealed products that are not suitable for return due to health protection or hygiene reasons and whose seal has been broken after delivery; and
- g) products manufactured at the consumer's request, in conformity with consumer specifications.
14. Costs of revocation
14.1. If a consumer makes use of the right of withdrawal, the costs of returning the goods shall be borne by the consumer.
14.2. If a consumer has paid an amount, agent will refund this amount to consumer as soon as possible, but no later than 14 days after receipt of the revocation. Refunds will be made using the same payment method used for the purchase, unless the consumer expressly authorises another payment method and the agent accepts that method. A prerequisite for a refund is that the product has already been received by the agent or supplier or conclusive proof of complete return is provided.
14.3. In the event of damage to the product due to careless handling by the consumer (“Purchaser”), the consumer is liable for any reduction in value of the product.
15. Complaints and disputes
15.1. If the buyer has a complaint, the buyer (“Purchaser”) must report this in writing to the agent.
15.2. A complaint does not suspend the buyer's or agent's obligations, unless agent specifies otherwise in writing.
15.3. A complaint about the execution of the agreement must be submitted in writing, stating the reasons, within seven (7) days after the buyer has discovered the defects.
15.4. A complaint will be answered by agent within 14 days from the date of receipt. If a complaint has a foreseeable longer handling period, the complainant will be informed of this within 14 days and given an indication of the term within which the complaint will be dealt with.
15.5. Agent has at all times at least four (4) weeks to resolve a complaint by mutual agreement. After this period, the complaint qualifies as a dispute as referred to in Article 15.8.
15.6. If agent declares a complaint justified, agent will, at his discretion, replace or repair the delivered products free of charge. If a complaint cannot be resolved in mutual consultation, the complaint qualifies as a dispute as referred to in Article 15.8.
15.7. If the complainant is a consumer, he can also turn to an arbitration board for complaints via the European ODR Platform (https://ec.europa.eu/consumers/odr/).
15.8. All disputes arising from or as a result of the agreement or to which the terms and conditions apply shall be governed exclusively and irrespective of the domicile of the buyer or a third party, by Dutch law and shall be exclusively subject to the jurisdiction of the court in The Hague, unless provisions of mandatory law lead to the jurisdiction of another court.
15.9. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.