Terms and Conditions
- Elements of Freedom: Elements of Freedom B.V., established in Duivendrecht under Chamber of Commerce no. 34203913.
- Customer: the person with whom Elements of Freedom has entered into an agreement.
- Parties: Elements of Freedom and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Elements of Freedom.
- Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.
- All prices used by Elements of Freedom are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise.
- All prices that Elements of Freedom charges for its products or services, on its website or that are otherwise made known, Elements of Freedom may change at any time.
- Increases in the cost prices of products or parts thereof, which Elements of Freedom could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
- 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.
Samples and models
If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products to be delivered correspond to the sample or model.
Consequences of not paying on time
- If the customer does not pay within the agreed term, Elements of Freedom is entitled to charge the statutory interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby part of a month counts as a whole month.
- If the customer is in default, he also owes extrajudicial collection costs and any compensation to Elements of Freedom.
- The collection costs are calculated based on the decree on compensation for extrajudicial collection costs.
- If the customer does not pay on time, Elements of Freedom may suspend its obligations until the customer has fulfilled its payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, Elements of Freedom's claims against the customer are immediately due and payable.
- If the customer refuses to cooperate with the execution of the agreement by Elements of Freedom, he is still obliged to pay the agreed price to Elements of Freedom.
Right of advertising
- As soon as the customer is in default, Elements of Freedom is entitled to invoke the right of complaint about the unpaid products delivered to the customer.
- Elements of Freedom invokes the right of advertising by means of a written or electronic communication.
- 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 Elements of Freedom, unless the parties agree otherwise.
- The costs for the collection or return of the products will be borne by the customer.
Right of withdrawal
- A consumer can cancel an online purchase during a reflection 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 tailor-made or modified especially 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 journey, ticket, catering assignment or form of leisure activity
- the product is not a loose magazine or newspaper
- it is not an (order for) emergency repair
- the consumer has not waived his right of withdrawal
- The reflection period of 14 days as referred to in paragraph 1 starts:
- 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 with 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
- The consumer can make his appeal to the right of withdrawal known via email@example.com, if desired using the withdrawal form that can be downloaded from the website of Elements of Freedom, www.elementsoffreedom.nl.
- The consumer is obliged to return the product to Elements of Freedom within 14 days after making his right of withdrawal known, failing which his right of withdrawal will lapse.
Reimbursement of delivery costs
If the consumer invokes his right of withdrawal and returns the complete order on time, the initial shipping cost will be borne by the consumer.
Reimbursement return costs
If the consumer invokes his right of withdrawal and returns the complete order on time, the costs for returning the complete order will be borne by the consumer.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.
Right of retention
- Elements of Freedom can invoke its right of retention and in that case keep the customer's products in its possession until the customer has paid all outstanding invoices with regard to Elements of Freedom, unless the customer has provided sufficient security for those costs.
- The right of retention also applies under previous agreements from which the customer still owes Elements of Freedom payments.
- Elements of Freedom is never liable for any damage that the customer may suffer as a result of using his right of retention.
Unless the customer is a consumer, the customer waives its right to set off any debt owed to Elements of Freedom against a claim against Elements of Freedom.
Retention of title
- Elements of Freedom remains the owner of all delivered products until the customer has fully complied with all its payment obligations towards Elements of Freedom under any agreement concluded with Elements of Freedom, including claims for shortcomings in the compliance.
- Until that time, Elements of Freedom can invoke its retention of title and take back the goods.
- Before the ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
- If Elements of Freedom invokes its retention of title, the agreement will be deemed dissolved, and Elements of Freedom has the right to claim compensation, lost profit and interest.
- Delivery takes place while stocks last.
- Delivery takes place at Elements of Freedom, unless the parties have agreed otherwise.
- Delivery of products ordered online takes place at the address indicated by the customer.
- If the agreed amounts are not paid or are not paid on time, Elements of Freedom has the right to suspend its obligations until the agreed part has been paid after all.
- In the event of late payment, there is a default of creditors, with the result that the customer cannot object to Elements of Freedom for a late delivery.
The delivery times specified by Elements of Freedom are indicative and do not entitle the customer to dissolution or compensation if these are exceeded, unless the parties have expressly agreed otherwise in writing.
The delivery time starts at the time that the customer has fully completed the (electronic) ordering process and has received an (electronic confirmation) from Elements of Freedom.
Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Elements of Freedom is unable to deliver within 14 days after being required to do so in writing or if the parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs are for the account of the customer, unless the parties have agreed otherwise.
Packing and Shipping
- If the packaging 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. If not, Elements of Freedom cannot be held liable for any damage.
- If the customer himself arranges for the transport of a product, he must report any visible damage to products or the packaging to Elements of Freedom prior to transport. If not, Elements of Freedom cannot be held liable for any damage.
- If the customer only accepts ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
- Any additional costs as a result of early or late purchase of products will be fully borne by the customer.
- The warranty with regard to products only applies to defects caused by faulty manufacture, construction or material.
- 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 incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
- 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 these are delivered, or at least come under the control of the customer or from a third party who takes delivery of the product on behalf of the customer.
- Exchanging purchased items is only possible if the following conditions are met:
- exchange takes place within 15 days after purchase against presentation of the original invoice
- the product is returned in its original packaging or with the original (price) tags still attached
- the product has not yet been used
The customer indemnifies Elements of Freedom against all third-party claims related to the products and/or services provided by Elements of Freedom.
- The customer must examine a product or service provided by Elements of Freedom as soon as possible for any shortcomings.
- If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Elements of Freedom as soon as possible, but in any case, within 1 month after the discovery of the shortcomings set.
- Consumers must inform Elements of Freedom of this within 2 months after discovery of the shortcomings.
- The customer provides a detailed description of the shortcoming, so that Elements of Freedom can respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to Elements of Freedom being obliged to perform other work than has been agreed.
Notice of default
- The customer must notify Elements of Freedom in writing of any notice of default.
- It is the customer's responsibility that a notice of default reaches Elements of Freedom (on time).
Joint and several liability customers
If Elements of Freedom enters into an agreement with multiple customers, each of them will be jointly and severally liable for the full amounts owed to Elements of Freedom under that agreement.
Liability Elements of Freedom
- Elements of Freedom is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
- If Elements of Freedom is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
- Elements of Freedom is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
- If Elements of Freedom is liable, this liability is limited to the amount that is paid out by a closed (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 to which the liability relates.
- All images, photos, colours, drawings or descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any commitment.
Any right of the customer to compensation from Elements of Freedom expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Right to dissolution
- The customer has the right to dissolve the agreement if Elements of Freedom imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
- If the fulfillment of the obligations by Elements of Freedom is not permanently or temporarily impossible, dissolution can only take place after Elements of Freedom is in default.
- Elements of Freedom has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill its obligations under the agreement, or if Elements of Freedom has become aware of circumstances that give it good grounds to fear that the customer will not be able to fulfill his obligations properly.
Force of the majority
- In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by Elements of Freedom in the fulfillment of any obligation with regard to the customer cannot be attributed to Elements of Freedom in any of Elements of Freedom's will. independent situation, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of Elements of Freedom.
- The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a force majeure situation occurs as a result of which Elements of Freedom cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Elements of Freedom can again meet them.
- 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.
- Elements of Freedom does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.
Change of terms and conditions
- Elements of Freedom is entitled to change or supplement these general terms and conditions.
- Minor changes can be made at any time.
- Elements of Freedom will discuss major substantive changes with the customer in advance as much as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
- Customer rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Elements of Freedom.
- This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
- In that case, a provision that is null or voidable will be replaced by a provision that comes closest to what Elements of Freedom had in mind when drafting the conditions on that point.
Applicable law and competent court
- Only Dutch law applies to every agreement between the parties.
- The Dutch court in the district where Elements of Freedom is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on 01 June 2021