General terms and conditions Asio NL (LockTowel)

Email: locktowel@asionl.nl
Website: https://www.locktowel.com/

Article 1 – Definitions

1. Asio NL (LockTowel): Asio NL, based in Veldhoven, Chamber of Commerce number 80108865.
2. Customer: the person with whom Asio NL (LockTowel) has entered into an agreement.
3. Parties: Asio NL (LockTowel) and the Customer jointly.
4. Consumer: a Customer who is also an individual and acts as a private person.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Asio NL (LockTowel).
2. Asio NL (LockTowel) and the Customer may depart from these terms and conditions only if agreed in writing.
3. Asio NL (LockTowel) and the Customer expressly exclude the applicability of the general terms and conditions of the Customer or of others.

Article 3 – Prices

1. Asio NL (LockTowel) uses prices in euros, including VAT and excluding any other costs such as administration or delivery costs, unless otherwise agreed in writing.
2. Asio NL (LockTowel) may change the prices of its services and products on its website and in other communications at any time.
3. Increases in the cost prices of products or parts of products which Asio NL (LockTowel) could not have foreseen when making the offer or concluding the agreement may lead to price increases.
4. The consumer has the right to cancel an agreement due to a price increase under paragraph 3, unless the increase results from a statutory provision.

Article 4 – Samples and models

If the Customer has received a sample or model of a product, no rights may be derived from it other than as an indication of the nature of the product, unless it has been agreed in writing that the products to be delivered will conform to the sample or model.

Article 5 – Payments and payment period

1. Asio NL (LockTowel) may require a deposit of up to 50% of the agreed amount when entering into the agreement.
2. The Customer must make payment after delivery within 1 day of delivery.
3. The payment periods used by Asio NL (LockTowel) are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment period, the Customer is automatically in default and in breach, without Asio NL (LockTowel) having to send a reminder or give notice of default.
4. Asio NL (LockTowel) may make delivery conditional on immediate payment or require security for the full amount of the services or products.

Article 6 – Right of reclamation

1. If the Customer is in default, Asio NL (LockTowel) may invoke its right of reclamation in respect of unpaid products delivered to the Customer.
2. Asio NL (LockTowel) exercises its right of reclamation by written or electronic notice to the Customer.
3. As soon as the Customer has been informed that the right of reclamation has been invoked, the Customer must immediately return the products concerned to Asio NL (LockTowel), unless otherwise agreed in writing.
4. The Customer pays the costs of collecting or returning the products referred to in paragraph 3.

Article 7 – Right of withdrawal

1. A consumer may cancel an online purchase within 14 days of purchase without giving 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 adapted specifically for the consumer
   • the product cannot be returned for hygiene reasons, such as underwear or swimwear
   • the seal is not intact in the case of media containing digital content, such as DVDs or CDs
   • the product or service concerns accommodation, travel, restaurant services, transport, catering or a form of leisure activity
   • the product is an individual magazine or newspaper
   • the consumer has waived the right of withdrawal
2. The 14-day cooling-off period in paragraph 1 starts:
   • on the day after the consumer has received the last product or part of a single order
   • as soon as the consumer has confirmed that they will obtain digital content over the internet
3. The consumer may exercise the cooling-off right by emailing locktowel@asionl.nl with that subject, optionally using the withdrawal form available on the Asio NL (LockTowel) website, https://www.locktowel.com/.
4. The consumer must return the product to Asio NL (LockTowel) within 14 days of sending the email referred to in paragraph 3.
5. If the consumer does not return the product within 14 days of notifying the exercise of the right of withdrawal, that right lapses.

Article 8 – Reimbursement of delivery costs

1. If the consumer has withdrawn from the purchase in time and returned the entire order to Asio NL (LockTowel) in time, Asio NL (LockTowel) will reimburse any delivery costs paid by the consumer within 14 days of receiving the complete, timely returned order.
2. Delivery costs are borne by Asio NL (LockTowel) only to the extent that the entire order is returned.

Article 9 – Reimbursement of return costs

If the consumer invokes the right of withdrawal and returns the entire order in time, the consumer pays the associated costs.

Article 10 – Right of suspension

Unless the Customer is a consumer, the Customer hereby waives the right to suspend performance of any obligation arising from this agreement.

Article 11 – Right of retention

1. Asio NL (LockTowel) may exercise its right of retention and retain the Customer's products until the Customer has paid all outstanding accounts with Asio NL (LockTowel), unless the Customer has provided sufficient security for those costs.
2. The right of retention also applies in respect of previous agreements under which the Customer still owes money to Asio NL (LockTowel).
3. Asio NL (LockTowel) is not liable for any damage suffered by the Customer due to the exercise of its right of retention.

Article 12 – Set-off

Unless the Customer is a consumer, the Customer waives the right to set off a debt owed to Asio NL (LockTowel) against a claim against Asio NL (LockTowel).

Article 13 – Retention of title

1. Asio NL (LockTowel) remains the owner of all delivered products until the Customer has paid all outstanding invoices of Asio NL (LockTowel) relating to an underlying agreement, including claims arising from a failure to perform.
2. Until the time referred to in paragraph 1, Asio NL (LockTowel) may exercise its retention of title and recover the goods.
3. Before ownership passes to the Customer, the Customer may not pledge, sell, dispose of or otherwise encumber the products.
4. When Asio NL (LockTowel) exercises its retention of title, the agreement is cancelled and Asio NL (LockTowel) may claim compensation, lost profit and interest from the Customer.

Article 14 – Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at Asio NL (LockTowel), unless otherwise agreed.
3. Products ordered online are delivered to the address provided by the Customer.
4. If the Customer does not pay the agreed amounts, or does not pay them on time, Asio NL (LockTowel) may suspend its obligations until the Customer pays.
5. Late payment constitutes creditor default, which means that the Customer cannot hold a delayed delivery against Asio NL (LockTowel).

Article 15 – Delivery time

1. The delivery times of Asio NL (LockTowel) are indicative. If delivery takes place later, the Customer cannot derive any rights from this, unless otherwise agreed in writing.
2. The delivery period starts when the Customer has completed the ordering process in full and received confirmation from Asio NL (LockTowel).
3. The Customer is not entitled to compensation and may not cancel the agreement if Asio NL (LockTowel) delivers later than agreed. The Customer may cancel the agreement if this has been agreed in writing, if Asio NL (LockTowel) cannot deliver within 14 days after being reminded in writing to do so, or if the Customer and Asio NL (LockTowel) have agreed otherwise.

Article 16 – Actual delivery

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

Article 17 – Transport costs

The Customer pays transport costs, unless the Customer and Asio NL (LockTowel) have agreed otherwise in writing.

Article 18 – Packaging and shipping

1. If the packaging of a delivered product has been opened or damaged, the Customer must have the carrier make a note of this before accepting the product. If the Customer fails to do so, the Customer cannot hold Asio NL (LockTowel) liable for any damage.
2. If the Customer arranges transport of a product, any visible damage to the products or packaging must be reported to Asio NL (LockTowel) before transport. If the Customer fails to do so, the Customer cannot hold Asio NL (LockTowel) liable for any damage.

Article 19 – Storage

1. If the Customer accepts ordered products later than the agreed delivery date, the Customer bears the full risk of any loss of quality.
2. Any additional costs resulting from early or delayed acceptance of products are borne entirely by the Customer.

Article 21 – Warranty

1. The product warranty applies only to defects caused by faulty manufacture, construction or materials.
2. The warranty does not apply:
   • in the event of normal wear and tear
   • to damage caused by accidents
   • to damage caused by alterations to the product
   • to damage caused by the Customer's negligence or improper use
   • if the cause of the defect cannot be clearly established
3. The risk of loss, damage or theft of products covered by an agreement between the parties passes to the Customer when the products are legally and/or actually delivered, or at least come into the possession of the Customer or a third party receiving the product on the Customer's behalf.

Article 22 – Exchanges

1. The Customer may exchange a purchased item, subject to the following conditions:
   • the exchange takes place within 7 days of purchase and the Customer can present the original invoice
   • the product is returned in its original packaging with the original price tag attached
   • the product has not been used
2. Discounted items, perishable products, custom-made items, items adapted specifically for the Customer and personalised products cannot be exchanged.

Article 23 – Indemnification

The Customer indemnifies Asio NL (LockTowel) against all claims by others relating to the products and/or services delivered by Asio NL (LockTowel).

Article 24 – Complaints

1. The Customer must examine a product delivered or service provided by Asio NL (LockTowel) for any shortcomings as soon as possible.
2. If a delivered product or provided service does not meet what the Customer could reasonably expect, the Customer must notify Asio NL (LockTowel) within 1 month of discovering the shortcoming.
3. A consumer must notify Asio NL (LockTowel) no later than 2 months after discovering the shortcoming.
4. The Customer must provide as detailed a description of the shortcoming as possible, so that Asio NL (LockTowel) can respond appropriately.
5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and Asio NL (LockTowel).
6. If a complaint concerns ongoing work, the Customer cannot require Asio NL (LockTowel) to carry out work other than what was agreed.

Article 25 – Notice of default

1. The Customer must give any notice of default to Asio NL (LockTowel) in writing.
2. The Customer is responsible for ensuring that the notice of default actually reaches Asio NL (LockTowel) in time.

Article 26 – Customer liability

If Asio NL (LockTowel) enters into an agreement with several Customers, each is jointly and severally liable for fulfilling the arrangements in that agreement.

Article 27 – Liability of Asio NL (LockTowel)

1. Asio NL (LockTowel) is liable for damage suffered by the Customer only if it was caused by intent or deliberate recklessness.
2. If Asio NL (LockTowel) is liable for damage, this applies only to direct damage related to performance of an underlying agreement.
3. Asio NL (LockTowel) is not liable for indirect damage, such as consequential damage, lost profit or damage to third parties.
4. If Asio NL (LockTowel) is liable, liability is limited to the amount paid under a professional or other liability insurance policy. If no insurance has been taken out, or no compensation is paid, liability is limited to the part of the invoice amount to which the liability relates.
5. All images, photographs, colours, drawings and descriptions on the website or in a catalogue are indicative only and cannot give rise to any compensation, termination or suspension.

Article 28 – Expiry period

Any right of the Customer to compensation from Asio NL (LockTowel) expires 12 months after the event from which liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 29 – Termination

1. The Customer may terminate the agreement if Asio NL (LockTowel) is attributably in breach of its obligations, unless the particular nature or minor significance of the breach does not justify termination.
2. If performance of the obligations by Asio NL (LockTowel) remains possible, termination may take place only after Asio NL (LockTowel) is in default.
3. Asio NL (LockTowel) may terminate the agreement with the Customer if the Customer does not perform its obligations in full or on time, or if Asio NL (LockTowel) becomes aware of circumstances giving it good grounds to believe that the Customer will not perform its obligations.

Article 30 – Force majeure

1. In addition to Article 6:75 of the Dutch Civil Code, a failure by Asio NL (LockTowel) cannot be attributed to Asio NL (LockTowel) by the Customer if force majeure applies.
2. The force majeure situations in paragraph 1 include:
   • an emergency such as civil war or a natural disaster
   • non-performance or force majeure affecting suppliers, delivery services or others
   • power, electricity, internet, computer or telecommunications disruptions
   • computer viruses
   • strikes
   • government measures
   • transport problems
   • bad weather
   • work interruptions
3. If a force majeure situation prevents Asio NL (LockTowel) from performing one or more obligations towards the Customer, those obligations are suspended until Asio NL (LockTowel) can perform them.
4. Once a force majeure situation has lasted at least 30 calendar days, both the Customer and Asio NL (LockTowel) may terminate the agreement, in whole or in part, in writing.
5. Asio NL (LockTowel) does not have to pay compensation to the Customer in a force majeure situation, even if Asio NL (LockTowel) benefits from it.

Article 31 – Amendment of the agreement

If an existing agreement needs to be amended for its performance, the Customer and Asio NL (LockTowel) may amend the agreement.

Article 32 – Amendment of the general terms and conditions

1. Asio NL (LockTowel) may amend these general terms and conditions.
2. Asio NL (LockTowel) may make minor amendments at any time.
3. Asio NL (LockTowel) will discuss substantial amendments with the Customer in advance as far as possible.
4. A consumer may terminate the underlying agreement in the event of a substantial amendment to the general terms and conditions.

Article 33 – Transfer of rights

1. The Customer cannot transfer rights under an agreement with Asio NL (LockTowel) to others without the written consent of Asio NL (LockTowel).
2. This provision is a clause with effect under property law as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 34 – Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions.
2. A null or voidable provision will be replaced by a provision that most closely reflects what Asio NL (LockTowel) intended when drafting that provision.

Article 35 – Applicable law and competent court

1. These general terms and conditions are governed by Dutch law.
2. The court in the district where Asio NL (LockTowel) is established has exclusive jurisdiction over disputes between the Customer and Asio NL (LockTowel), unless the law provides otherwise.

Drawn up on 21 January 2025.