General terms and conditions for consumers

General terms and conditions of sale and delivery for consumers of Gymboxx B.V.

Article 1: Definitions

In these general terms and conditions, "Gymboxx" refers to:

The private limited company Gymboxx B.V., Krugerlaan 203, 2806 EH Gouda
GYMBOXX is registered with the Chamber of Commerce in The Hague under number: 72988185

The term "Customer" refers to any natural person who is not acting in the course of a profession or business and who wishes to enter into or has already entered into an agreement with GYMBOXX.

"Products" refers to all products offered by Gymboxx, as can be found on the website: www.gymboxx.nl.

Article 2: Applicability

The General Terms and Conditions apply to every offer, quotation, and agreement concluded between Gymboxx and the Customer.

2.2 Additions, amendments, further agreements or arrangements, deviating clauses to the agreement or these general terms and conditions whereby Gymboxx enters into obligations or agrees to a lower sales price, shall not be deemed to have been agreed between the parties unless they have been confirmed in writing by Gymboxx.

2.3 All rights and claims, as set out in these Terms and Conditions of Sale and in any further agreements stipulated on behalf of Gymboxx, are also stipulated on behalf of intermediaries and other third parties engaged by Gymboxx.

2.4 The Customer acknowledges the applicability of these General Terms and Conditions by entering into an agreement with Gymboxx, unless these terms and conditions have been expressly rejected in writing by the Customer.

2.5 If one or more of the provisions in these General Terms and Conditions are null and void or are voided, the remaining provisions of these General Terms and Conditions will remain in full force and effect without affecting the legal validity of these General Terms and Conditions.

2.6 The address provided by the Customer before or upon conclusion of the agreement may be used by Gymboxx as such for making statements and/or communications to the client until the client has notified the user of their new address in writing. As long as no change of address is communicated in writing, the address provided will be considered the correspondence address.

2.7 If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

Article 3: Quotations and offers

3.1 All offers, stock lists, and price lists are always entirely without obligation. All offers are valid for the period stated in the offer. If no period is stated, the offer is valid for twenty days. An offer may be extended by Gymboxx by means of a written notification to the Customer, which also states the duration of the extension. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.

3.2 An agreement or order/assignment is only considered accepted—even when a representative or reseller has been used—once Gymboxx has confirmed this in writing or if, after the agreement has been concluded or the order/assignment has been received, Gymboxx has carried it out. In the case of sales from (warehouse) stock, the invoice may replace the written confirmation.

3.3 Gymboxx cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or clerical error.

3.4 The representative's or reseller's authority shall not extend beyond what is generally customary. The representative or reseller may not deviate from these terms and conditions except by virtue of an express written authorization to be granted separately for each agreement.

Article 4: Prices

4.1 Upon delivery, prices, including VAT, apply insofar as the location is accessible by paved roads using normal means of transport, unless otherwise agreed.

4.2 In all cases, prices are quoted in euros, excluding freight charges, import and export duties, station charges, security charges, customs clearance charges, insurance costs, taxes, or other levies payable in connection with the agreement.

4.3 If no price has been agreed (yet), the prices and rates applied by Gymboxx at the time of delivery will be charged to the Customer.

4.4 All deliveries are made at the agreed prices, on the understanding that if, after the conclusion of the agreement, materials, packaging, raw materials, semi-finished products, wages, premiums of any kind, freight, taxes, exchange rates, and/or other factors that determine the price of the goods undergo a change, Gymboxx is entitled to adjust its prices accordingly. Such a price adjustment does not entitle the Customer to terminate the agreement, unless the price adjustment exceeds 15%.

Article 5: Delivery and shipping times

5.1 The specified delivery times are only indicative and approximate. There is never a strict deadline. If Gymboxx is dependent on further information to be provided by the Customer, the delivery time will commence after Gymboxx has received all of that information.

5.2 The Customer is obliged to accept the products at the moment they are made available to them. If the Customer refuses to accept the products or fails to provide information or instructions necessary for delivery, Gymboxx is entitled to store the products at the Customer's expense and risk.

5.3 The Customer is obliged to inspect the delivered goods (or have them inspected) immediately upon the products being made available to it or the relevant work being carried out. In doing so, the Customer must check whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements agreed upon by the parties in this regard. Any visible defects must be reported to Gymboxx in writing immediately after delivery. Any non-visible defects must be reported to Gymboxx by registered letter immediately after discovery, but no later than within five working days. The report must contain as detailed a description of the defect as possible, so that Gymboxx is able to respond adequately. After the expiry of the period, the invoice shall be deemed to have been irrevocably and unconditionally accepted by the Customer.

5.4 Gymboxx is entitled to deliver an order in its entirety or in successive parts. In the latter case, Gymboxx is entitled to invoice the Customer separately for each partial delivery and to demand payment for it. If and as long as a partial shipment is not paid for by the Customer, Gymboxx is not obliged to deliver the next partial shipment, but Gymboxx is entitled, at its discretion, to suspend or terminate the agreement insofar as it has not yet been performed, without legal intervention and without any notice of default to the Customer, without prejudice to its other rights, including its right to compensation.

5.5 Gymboxx bears the risk during transport of the product ordered by the Customer. Upon delivery of the product, or at the moment that can reasonably be considered delivery, the risk of the product transfers to the Customer, except for liabilities that cannot be excluded by Gymboxx by law.

Article 6: Retention of title

6.1 All goods delivered and yet to be delivered remain the exclusive property of Gymboxx until all claims that Gymboxx has or will have against the Customer, including in any case the claims referred to in Article 3.92(2) of the Dutch Civil Code in respect of interest and extrajudicial and judicial costs, have been paid in full.

6.2 If the Customer uses the goods delivered by Gymboxx, which are subject to retention of title, to create a new product, he/she shall act on behalf of Gymboxx in doing so and shall hold the product for Gymboxx. He/she shall only become the owner once the retention of title has expired because all claims of Gymboxx have been settled.

6.3 As long as ownership of the goods has not been transferred to the Customer, the Customer may not pledge the goods or grant any rights to them to third parties, except in the normal course of its business. The Customer undertakes to cooperate, at Gymboxx's first request, in establishing a right of pledge on the claims that the Customer acquires or will acquire from its customers on the basis of the resale of goods. Insofar as Gymboxx has other claims against the Customer and Gymboxx has delivered goods to the Customer that are not subject to retention of title, the Customer shall establish a non-possessory pledge on these goods as security for the fulfillment of his/her obligations in favor of Gymboxx, and Gymboxx shall accept this non-possessory pledge. In all the aforementioned cases, the Customer shall sign a deed establishing the pledge at Gymboxx's first request. He/she shall guarantee that he/she is authorized to pledge the goods and that, apart from Gymboxx's rights, no pledge or limited rights are attached to the goods.

6.4 If third parties seize the products delivered under retention of title and/or wish to establish or assert rights thereto, the Customer is obliged to notify Gymboxx thereof immediately.

6.5 The Customer is obliged to store the goods delivered under retention of title with due care and as recognizable property of Gymboxx. The Customer shall treat the goods referred to in this article with due care. He/she shall insure the goods against all calamities on the basis of the invoice value. In the event of any insurance payout, Gymboxx shall be entitled to these funds.

6.6 Gymboxx is entitled to take back goods that have been delivered under retention of title and are still in the Customer's possession if the Customer is in default of its payment obligations or is experiencing or is likely to experience payment difficulties. The Customer shall grant Gymboxx and third parties designated by Gymboxx unconditional and irrevocable permission in advance to freely access its premises and/or buildings for the purpose of inspecting the goods and/or exercising our rights.

6.7 The aforementioned provisions do not affect the other rights accruing to Gymboxx.

Article 7 Force Majeure

7.1 Gymboxx is not obliged to fulfill any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and which is not for its account under the law, a legal act, or generally accepted standards. In the event of force majeure, Gymboxx reserves the right to terminate the agreement without the Customer being entitled to any compensation.

7.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which Gymboxx has no influence, but as a result of which Gymboxx is unable to fulfill its obligations.

Article 8: Payment and collection costs

8.1 The sums of money that the Customer must pay to Gymboxx on the basis of any legal relationship (e.g. agreement) are payable in full and immediately upon the establishment of the legal relationship, unless otherwise agreed. If and insofar as the sums of money are not payable in accordance with the foregoing, the sums of money shall be payable in full and immediately upon full or partial delivery of the goods. Insofar as the amounts owed by the Customer to Gymboxx are not yet due and payable in accordance with the foregoing, payment of Gymboxx's invoices must in any case be made within 14 days of the delivery date.

8.2 Payment must be made in the manner specified by Gymboxx and in the currency in which the invoice is issued, unless Gymboxx specifies otherwise in writing.

8.3 If the payment term has been exceeded and Gymboxx has to send reminders or notices to the Customer, Gymboxx is entitled to charge €20 in administrative costs per reminder/notice sent.

8.4 In the event of non-compliance, late compliance, and/or incomplete compliance in accordance with the above paragraphs, the Customer shall be in default and in breach without notice of default being required. In the event of default, as well as in the event of a request for a moratorium on payments or the bankruptcy or liquidation of the Customer's business, the Customer shall owe Gymboxx interest of 1% per month on the amounts owed to Gymboxx, or, if this is more, the Customer shall owe the statutory interest on these amounts. Gymboxx shall then also be entitled to terminate all current agreements with the Customer in whole or in part without any judicial intervention. The Customer is obliged to reimburse Gymboxx for all costs and damage incurred by Gymboxx as a result. In addition, any credit granted will lapse and all amounts owed on the basis of other legal relationships (e.g., agreements) will become immediately due and payable.

8.5 If the Customer is in default or fails to fulfill its obligations (on time), all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Customer. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice, currently the Revised Scale of Collection Costs of the court.

8.6 Gymboxx has the right to apply payments made by the Customer first to reduce the costs, then to reduce the interest due, and finally to reduce the principal and the current interest.

8.7 If the Customer submits a complaint, this does not suspend its payment obligation. In that case, the Customer remains obliged to take delivery of and pay for the products ordered. The payments to be made by the Customer must be made without any deduction, discount, suspension, set-off, compensation, debt settlement, debt cancellation, or anything else of that nature, for whatever reason. The Customer therefore expressly waives these rights.

8.8 If Gymboxx has accepted an order in whole or in part, the Customer is obliged – which obligation forms an integral part of the agreement – to provide Gymboxx, upon request, with proof of his/her creditworthiness, either before or after delivery, as security for the fulfillment of all his/her obligations and to the satisfaction of Gymboxx, for example by depositing cash, providing a bank guarantee, assignment, granting a pledge or mortgage right, etc. No maximum limits are set on the amount, scope, and method of the adequate security/securities to be provided by the Customer, and these are determined by Gymboxx.

determined. The obligation to provide security/guarantees referred to in this paragraph also applies to the obligation to pay damages in the event that Gymboxx claims compensation from the Customer for damages resulting from the total or partial termination of the agreement attributable to the Customer.

8.9 If the Customer fails to provide security/guarantees, Gymboxx shall not be obliged to fulfill or continue to fulfill its obligations towards the Customer under current agreements, without prejudice to Gymboxx's right to demand fulfillment of the agreement or payment of the amounts due under the agreement, as well as compensation and/or the security/guarantees in court.

Article 9: Warranties

9.1 The products delivered by Gymboxx are covered by a warranty as determined by the manufacturer on its products. This warranty does not affect the Customer's rights under the law.

9.2 Any form of warranty shall lapse if a defect has arisen as a result of or stems from improper or inappropriate use thereof. The Customer shall also not be entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond Gymboxx's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc. The Customer shall not be entitled to a warranty for defects caused by wear and tear.

9.3 The products delivered by Gymboxx meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use.

Article 10: Cancellation & Returns

10.1 For products delivered that were ordered via the websites mentioned in Article 1.3, the customer is entitled to a trial period of seven working days, during which the customer can return the product without giving any reason, as long as the product is undamaged and not dirty. Exceptions are products assembled specifically for the Customer or products ordered specifically for you. During this period, the Customer will handle the product and 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 they exercise their right of withdrawal, they will return the product with all accessories and, if reasonably possible, in its original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur. Any returns must be properly packaged and transported and sent carriage paid. If the Customer has paid an amount, Gymboxx will refund this amount as soon as possible, but no later than 30 days after the return or withdrawal.

1. 10.2 Canceling an order is free of charge as long as it has not yet been shipped.

2. 10.3 In the event of cancellation of the order after it has been shipped, the Customer must

refuse delivery of the package. If Gymboxx has already received payment, Gymboxx will refund the purchase price after receiving the return shipment. The costs incurred

Shipping costs will be deducted from this amount (only if the Customer refuses the order at the door and allows the delivery person to take it away unopened).

10.4 If the Customer returns part of the order, the shipping costs will also be borne by the Customer.

10.5 All cancellations, exchanges, and returns must be communicated to Gymboxx in writing. This can be done by email, fax, or registered letter. The Customer must state their full name and invoice number.

Article 11: Right of Complaint

11.1 Complaints of any kind whatsoever do not suspend the Customer's payment obligation. Complaints will only be accepted by Gymboxx if they are submitted to Gymboxx by registered letter within eight days of delivery of the goods. After the expiry of the aforementioned period, the delivered goods shall be deemed to have been irrevocably and unconditionally accepted by the Customer. The burden of proof of timely complaint rests with the Customer. The Customer will only be able to prove the correctness of his/her complaint on the basis of the goods, while the burden of proof rests with the Customer that these goods are the same as those delivered by Gymboxx and that the goods are in the same condition as when they left the Gymboxx warehouse. Deviations in quality, dimensions, colors, finish, and the like that are technically unavoidable or that are generally accepted according to custom cannot constitute grounds for complaint. Complaints will only be honored by Gymboxx if it is able to inspect the goods in their original condition and in their original packaging. Only goods that have been returned on Gymboxx's instructions and for which Gymboxx has approved the complaint will be accepted by Gymboxx. The return shipment is at the expense and risk of the Customer. In the event of a complaint proven by the Customer and found to be justified by Gymboxx, Gymboxx may, at its discretion, replace the parts or items to which the complaint relates or credit the Customer, to the exclusion of any other right of the Customer to compensation. With regard to complaints, each partial delivery shall be considered a separate delivery.

Article 12: Liability

12.1 Gymboxx is not liable for damage of any kind caused by incorrect and/or incomplete information provided by the Customer. If Gymboxx is liable for any damage, Gymboxx's liability is limited to the invoice value of the order.

12.2 Gymboxx is only liable for direct damage and is never liable for indirect damage and/or consequential damage.

12.3 Gymboxx's liability shall in any case be limited to the amount paid out by its insurer in the relevant case.

Article 13: Brand and quality

13.1 If goods, under a special quality designation and/or brand, in particular the brand "Gymboxx," by indication on the invoice and/or goods to the other party and invoiced, the other party is obliged, on pain of forfeiting a non-mitigable, immediately payable penalty of at least €100,000 per violation or event, not to offer these goods to third parties other than under the designation determined by Gymboxx, and, in the case of resellers and/or legal successors, however named, to impose this obligation, including the above-mentioned penalty, on third parties, just as it will oblige third parties in the above-mentioned manner to impose this obligation on its resellers and/or legal successors, however named. Gymboxx will forfeit the same penalty per violation or event if he and/or his resellers and/or legal successors, however named, offer goods contrary to reality under the special quality designation and/or brand used by Gymboxx, in particular under the brand name "Gymboxx." The designation on the invoice line in this case is decisive. The invoice header is not decisive.

Article 14: Intellectual Property

14.1 Gymboxx reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations.

Article 15: Personal data

15.1 Personal data entered by the Customer will be stored in a database. This data will be used to fulfill the Customer's order. This data will not be disclosed to third parties.

15.2 Unless the Customer has indicated that they do not wish this, the Customer's details will be included in a Gymboxx database. These details will be used to keep the Customer fully up to date with regard to Gymboxx's products and services. The Customer's details will be processed in accordance with the applicable laws and regulations.

15.3 If desired, the Customer may inspect the data that Gymboxx has recorded or will record about the Customer in its database. The Customer is entitled to request changes to the data if it is incorrect.

Article 16: Applicable law

16.1 All disputes shall be settled amicably or, if this proves impossible, by the court with absolute jurisdiction in the district of The Hague. However, Gymboxx is also entitled to submit any disputes to another competent court.

16.2 Dutch law applies to agreements, general terms and conditions, and any further agreements, as well as to any disputes arising therefrom. The Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980, Trb 1981, 184, never applies.