Article 1 – Definitions
In these general terms and conditions, the following definitions shall apply:
1. Comfy Chair: the company as defined in Article 2 of these general terms and conditions;
2. Other Party: the customer/client with whom Comfy Chair has entered into an Agreement and/or the person who is in negotiations with Comfy Chair about it;
3. Consumer: a natural person not acting in the exercise of a profession or business;
4. Agreement: any agreement / order between Comfy Chair and the Other Party to deliver goods (Products) by Comfy Chair to the Other Party;
5. Party(ies): The Other Party and Comfy Chair together or each as an individual contracting party;
6. Written/In Writing: notification by e-mail, by post or by WhatsApp;
7. Third Party/Parties: other natural or legal persons who are not part of this Agreement;
8. Product(s): the Products offered by Comfy Chair which may include, but is not limited to: chairs, ottomans, recliners, ‘Tête-à-tête’s’, (side) tables, dining sets and cushions.
Article 2 – Identity of Comfy Chair
Company name: Comfy Chair
Street name and number: Oosterbrinkweg 5
Postcode and location: 3774 BW Kootwijkerbroek
Chamber of Commerce number: 08120742
Article 3 – General provisions
1. These general terms and conditions apply to every offer and all (legal) acts of Comfy Chair and to every concluded Agreement between Comfy Chair and the Other Party.
2. If the Agreement is concluded electronically, then, contrary to the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions may be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, it will be indicated before the Agreement is concluded where the general terms and conditions can be inspected electronically and that they will be sent electronically or otherwise free of charge at the Other Party’s request.
3. Unless expressly agreed otherwise and In Writing, the applicability of other general terms and conditions is excluded. If use is made of e.g. a payment via a Third Party, such as Klarna or iDEAL via Mollie, the general terms and conditions of these parties may also apply (see article 12 paragraph 3 of these general terms and conditions).
4. Deviations or additions to these general terms and conditions shall only be valid if expressly agreed (and) In Writing.
5. If Comfy Chair does not always require strict compliance with these general terms and conditions, this does not mean that the provisions do not apply, or that Comfy Chair would to any extent lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
6. If and to the extent that any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as far as possible to its content and scope, so that it can be invoked.
7. Comfy Chair is entitled to engage Third Parties for the performance of the Agreement.
8. The effect of art. 7:404 and/or 7:407 paragraph 2 of the Civil Code (hereinafter: ‘BW’) is/are excluded. This means that Agreement between Comfy Chair and a Other Party does not necessarily have to be executed by the natural person on the side of Comfy Chair with whom the Agreement is concluded, but by the legal person Comfy Chair.
Article 4 – The offer
1. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
2. The offer contains a complete and accurate description of the Products offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Other Party. Obvious mistakes or obvious errors regarding, for example, amounts displayed shall not bind Comfy Chair.
Article 5 – The Agreement
1. The Agreement is concluded at the moment of acceptance by the Other Party of the offer and the fulfilment of the conditions (if any) set out therein.
2. If any provision of these general terms and conditions or an Agreement turns out to be invalid or is nullified, this shall not affect the validity of the entire general terms and conditions or Agreement. The Parties shall consult in order to agree on a new provision to replace the void or voided provision, taking into account as much as possible the purpose and meaning of the void or voided provision.
3. Comfy Chair reserves the right not to execute a concluded Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) fulfil its (financial) obligations. If Comfy Chair refuses, it shall inform the Other Party of the refusal In Writing within a reasonable period after the conclusion of the Agreement.
4. The Other Party’s right of suspension and right of set-off are excluded, if the Other Party acts in the exercise of a profession or business. This provision expressly does not apply, at the time when the Other Party is a Consumer.
5. These general terms and conditions also apply to future, additional and/or follow-up orders.
6. If the Other Party has accepted the offer electronically, Comfy Chair shall immediately confirm the receipt of the acceptance of the offer electronically.
Article 6 – Right of withdrawal
1. A Consumer may dissolve a Contract concluded outside the sales area without giving reasons within a period of 14 (fourteen) days. This period begins to run from the day on which the Consumer or a Third Party or Parties designated by the Consumer, who is not the carrier, received the item.
2. The right of withdrawal does not apply if the Other Party is not a Consumer.
3. If a Consumer can exercise their right of withdrawal, the Consumer must arrange for the Product to be returned.
4. The right of withdrawal does not apply if the Other Party is not a Consumer.
Article 7 – Exercise of the right of withdrawal
1. If the Consumer wishes to exercise his/her right of withdrawal, he/she must notify Comfy Chair of this In Writing within the cooling-off period. The further processing thereof shall take place in consultation.
2. Consumer shall return the Products as soon as possible, but at the latest within 14 (fourteen) days after he/she has made it known that he/she wishes to exercise the right of withdrawal. Consumer shall return the Product with all delivered accessories, if reasonably possible in original condition and packaging and in accordance with the reasonable and clear instructions provided by Comfy Chair.
3. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with Consumer.
4. Consumer shall bear the direct cost of returning the Product.
5. If there is a return of a Product which, by its nature, cannot be returned by ordinary post, the Consumer also bears these costs. The costs may be high and may amount to a minimum of €10 (ten euros) and a maximum of €250 (two hundred fifty euros).
6. During the reflection period, Consumer shall handle the Products with care and shall only unpack or use the Products to the extent necessary to test the Products. In doing so, Consumer may test the Product as he/she might do in a shop.
7. If Consumer violates this article, Consumer will be liable for the depreciation and/or damage to or of the Products.
Article 8 – Liability
In case the Other Party is a Consumer:
1. Comfy Chair’s total liability is limited to compensation for damage up to a maximum of the amount of the fee (excluding VAT) stipulated for that Agreement. In no case shall the total compensation for damages exceed the amount to be paid out by Comfy Chair’s liability insurance.
2. Not limited is Comfy Chair’s liability for damage resulting from intent or deliberate recklessness on the part of Comfy Chair.
In case the Other Party acts in the exercise of profession or business:
3. Comfy Chair is not liable for indirect and direct damage. Not excluded is Comfy Chair’s liability for damage resulting from intent or deliberate recklessness on the part of Comfy Chair.
4. If Comfy Chair can nevertheless be held liable in a specific case, regardless of the provisions of this article, this shall only apply to direct damage. In such cases, Comfy Chair’s total liability shall be limited to compensation of damage up to a maximum of the amount of the fee (excluding VAT) stipulated for that Agreement.
5. If Comfy Chair can nevertheless be held liable for direct damage, then direct damage is exclusively understood to mean:
a. the reasonable costs that the Other Party would have to incur to have Comfy Chair’s performance comply with the Agreement; however, this replacement damage shall not be compensated if the Agreement is dissolved by or at the request of the Other Party;
b. the reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general terms and conditions;
c. the reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to a limitation of damage within the meaning of these general terms and conditions.
6. The Other Party shall indemnify Comfy Chair against any claims by Third Parties, who suffer damage in connection with the performance of the Agreement.
General provisions on liability:
7. Comfy Chair is not liable for any damage resulting from improper use and/or non-compliance with (safety) regulations of Comfy Chair and/or its supplier of the Products supplied by Comfy Chair.
8. Comfy Chair shall not be liable for any damage resulting from improper assembly or forming of the Products supplied by Comfy Chair.
9. A condition for any right to compensation is always that the Other Party reports the damage In Writing to Comfy Chair as soon as possible after it occurs. Any claim for compensation against Comfy Chair lapses by the mere expiry of 12 (twelve) months after the claim arose.
10. Comfy Chair is not liable for damage inflicted by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
11. Comfy Chair is not liable for damage, of whatever nature, due to Comfy Chair having relied on incorrect and/or incomplete data provided by the Other Party or if the Other Party has delivered this data too late.
12. The colours and/or materials of the Products may possibly deviate slightly from the images, models, (colour) samples etcetera shown. Such slight deviations must be tolerated by the Other Party, and shall not lead to any claim for damages or compensation otherwise.
Article 9 – Force majeure
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a Comfy Chair shortcoming in the fulfilment of any obligation towards the Other Party cannot be attributed to Comfy Chair in the event of a circumstance beyond Comfy Chair’s control, as a result of which the fulfilment of its obligations towards the Other Party is wholly or partly impeded or as a result of which the fulfilment of its obligations cannot reasonably be required of Comfy Chair. Such circumstances shall include non-performance by suppliers or other Third Parties, a shortage of (raw) materials and substances with which the Products must be manufactured, import & export bans, (power) failures, etc. export bans, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism due to illness within the company of Comfy Chair, its suppliers and/or the suppliers/carriers engaged by Comfy Chair, incapacity for work within the company of Comfy Chair, its suppliers and/or the suppliers/transporters engaged by Comfy Chair, strikes, government measures and the failure of vehicles and equipment used to transport or assemble the Products.
2. If a situation as referred to in paragraph 1 of this article occurs as a result of which Comfy Chair cannot fulfil its obligations towards the Other Party, then those obligations shall be suspended for as long as Comfy Chair cannot fulfil its obligations. If the force majeure situation has lasted for 30 (thirty) calendar days, both Parties have the right to dissolve the Agreement In Writing in full or in part. Comfy Chair shall in that case not be obliged to compensate any damage, even if Comfy Chair enjoys any advantage as a result of the force majeure situation.
Article 10 – Warranty
1. Comfy Chair guarantees that the Products comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.
2. Comfy Chair offers no guarantee in relation to some colour differences in the Products.
3. The warranty periods for Comfy Chair Products are in principle 1 (one) year.
4. The warranty will lapse:
a. if the Other Party installed, repaired and/or modified the delivered Products itself or had them installed, repaired and/or modified by Third Parties;
b. if the Other Party has assembled the delivered Product in a manner that does not comply with the instructions provided;
c. if the delivered Products have been exposed to abnormal conditions or otherwise carelessly treated or treated contrary to Comfy Chair’s instructions and/or on the packaging;
d. If the defectiveness is wholly or partly the result of regulations imposed or to be imposed by the government on the nature or quality of the materials used.
Article 11 – Prices
1. All amounts are in euros and inclusive of turnover tax and other levies imposed by the government, unless the Parties have agreed otherwise In Writing.
2. The agreed amounts are based on cost-determining factors at the time of the offer. Comfy Chair reserves the right, 3 (three) months after the conclusion of the Agreement, to pass on to the Other Party any changes in cost-determining factors that Comfy Chair cannot reasonably influence, such as increases in excise duty, social security charges, insurance premiums or turnover tax, up to a maximum of 20% of the original amount.
3. Comfy Chair is also entitled to increase the amounts, as mentioned in the offer, above the maximum of 20% as in the previous paragraph. In that case, the Other Party has a right of immediate termination at the time the price change takes effect. Comfy Chair shall always communicate such a price change to the Other Party 1 (one) month before the price change takes effect.
4. A compound quotation does not oblige Comfy Chair to perform part of the Agreement at a corresponding part of the quoted amount.
5. Discounts and quoted amounts do not automatically apply to future Agreements.
Article 12 – Payment and invoicing
1. In the case of purchasing through Comfy Chair’s website, then in most cases payment should be made immediately and in full.
2. In the event that payment is not made immediately, but it is agreed in the Agreement or any additional terms and conditions that payment is made by invoice, the full invoice must be paid within 14 (fourteen) days from the invoice date.
3. Additional conditions may apply if the Other Party chooses another payment method, including but not limited to:
– Credit card
– iDEAL via Mollie
4. The Other Party has the duty to immediately report inaccuracies in payment details provided or mentioned to Comfy Chair.
5. If the Other Party does not fulfil its payment obligation(s) in time, Comfy Chair shall point out the late payment and grant the Other Party a period of 7 (seven) days to still fulfil its payment obligations. After failure to pay within this seven-day period, the Other Party shall be in default. As a result, the Other Party shall also owe the statutory (commercial) interest on the amount still due. In addition, Comfy Chair is entitled to charge the extrajudicial collection costs it has incurred.
6. In the case of an Agreement with a Consumer, the period in the previous paragraph is 14 (fourteen) days.
7. In case of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, Comfy Chair’s claims on the Other Party and the Other Party’s obligations towards Comfy Chair shall be immediately due and payable.
8. The payments made by the Other Party will always serve firstly to settle all interest and costs due, secondly to settle payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.
Article 13 – Delivery
1. The place of delivery shall be the address that the Other Party has made known to Comfy Chair.
2. If delivery of an ordered Product proves impossible, Comfy Chair shall make every effort to provide a replacement Product. At the latest upon delivery, but if possible before dispatch, it shall be clearly and comprehensibly stated that a replacement item is being delivered. With replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment shall be borne by Comfy Chair.
3. The risk of damage and/or loss of Products rests with Comfy Chair until the time of delivery and placement with the Other Party or a representative designated in advance and made known to Comfy Chair, unless expressly agreed otherwise.
4. If the delivery announced in advance by Comfy Chair cannot take place due to the absence of an employee or a Third Party appointed by Customer, Comfy Chair retains the right to pass on the costs of this failed attempt to Customer.
5. If Customer has ordered as a natural person, but this order has been placed in or with the purpose of exercising a profession or business, the risk of damage and/or loss of Products lies with Customer from the moment of shipment by Comfy Chair.
6. All delivery periods are indicative. The Other Party cannot derive any rights from any terms mentioned. Exceeding a term does not entitle the Other Party to damages.
7. Comfy Chair reserves the right to make use of partial deliveries. If this is necessary, Comfy Chair shall communicate this to the Other Party in good time.
Article 14 – Complaints
1. The Other Party may no longer claim a defect in the performance if it has not protested to Comfy Chair within 2 (two) months after it has discovered or reasonably should have discovered the defect. If there is a visible defect on delivery, a period of 48 (forty-eight) hours shall apply.
2. The Other Party must give Comfy Chair at least 4 (four) weeks to resolve the complaint by mutual agreement.
3. If a complaint has not been reported to Comfy Chair within the periods specified in the previous paragraphs, the Product shall be deemed to comply with the Agreement and to function in accordance with the Agreement.
4. Complaints do not suspend the Other Party’s payment obligation if the Other Party is acting in the exercise of a profession or business.
Article 15 – Transfer
1. Rights and obligations of the Other Party under this Agreement cannot be transferred without the prior Written consent of the Other Party. This provision is deemed to be a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 16 – Retention of title
1. Ownership of all goods sold and delivered by Comfy Chair to the Other Party remains with Comfy Chair:
a. as long as the Other Party has not paid claims under the Agreement or previous or subsequent similar Agreements;
b. as long as the Other Party has not yet paid for the work performed or to be performed under these or similar Agreements;
c. and/or as long as the Other Party has not yet paid Comfy Chair’s claims for failure to fulfil such obligations, including claims relating to fines, interest and costs, all as referred to in Article 3:92 of the Dutch Civil Code.
2. The Other Party is not authorised to pledge or otherwise encumber the items subject to retention of title.
3. Comfy Chair shall be entitled to unhindered access to the Product when exercising its retention of title. The Other Party shall provide Comfy Chair with all cooperation in order to enable Comfy Chair to exercise the reservation of title by retrieving the Product, including any necessary disassembly. The Other Party hereby unconditionally and irrevocably authorises Comfy Chair or a Third Party appointed by Comfy Chair, in all cases in which Comfy Chair wishes to exercise its property rights, to enter all those places where the property will be located and to take the goods there.
4. If the Other Party has acquired ownership of the goods delivered under retention of title by accession or mixing and the Other Party has not yet paid the claims referred to in paragraph 1, the Other Party shall be obliged at Comfy Chair’s request to transfer ownership of the delivered goods back to Comfy Chair. If this requires the establishment of a right of superficies as referred to in Article 5:101 of the Dutch Civil Code, the Other Party shall be obliged to cooperate.
5. If Third Parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Other Party shall be obliged to inform Comfy Chair thereof as soon as may reasonably be expected.
Article 17 – Intellectual property
1. All intellectual property rights relating to and/or resulting from the Agreement executed by Comfy Chair shall rest with Comfy Chair. The Other Party only acquires the non-exclusive and non-transferable rights of use expressly granted by these general conditions and the law. Any other or further rights of the Other Party are excluded.
2. The documents provided by Comfy Chair to the Other Party are exclusively intended to be used by the Other Party. The Other Party is not allowed to disclose and/or reproduce obtained information in any form whatsoever. This includes processing, selling, making available, distributing and integrating – whether or not after processing – in networks, except that such disclosure and/or reproduction is permitted In Writing by Comfy Chair and/or such disclosure and/or reproduction arises from the nature of the Agreement with Comfy Chair.
3. If the Other Party is acting in the course of its business and profession and gives its consent, Comfy Chair has the right to use the name and logo of the Other Party as a reference or promotion.
4. The Other Party shall indemnify Comfy Chair for the claims of Third Parties regarding intellectual property rights.
5. If the Other Party acts in violation of this article, the Other Party shall owe an immediately due and payable penalty in the amount of €10,000 (ten thousand euros) with an increment of €500 (five hundred euros) with a maximum of €25,000 (twenty-five thousand euros) without prejudice to Comfy Chair’s right to compensation.
Article 18 – Management
1. Comfy Chair is entitled to make changes to the technical and non-technical facilities in respect of the Services at any time.
2. The Other Party shall act and behave in accordance with what may be expected of a responsible and careful user of the Service(s).
3. The Other Party is always responsible for every use – including unauthorised use – made of the user and access rights granted to it. The Other Party will take appropriate and reasonable measures to prevent unauthorised use. The Other Party is not allowed to share user and/or access rights with Third Parties.
4. The Other Party shall at all times follow the instructions given by Comfy Chair for the use of the Service(s).
Article 19 – Exclusivity
1. For the duration of the Agreement, the Other Party grants Comfy Chair the exclusive right to execute the assigned Agreement.
Article 20 – Applicable law
1. Agreements between Comfy Chair and the Other Party shall be governed exclusively by Dutch law.
2. Disputes between the Parties shall as far as possible be resolved through proper consultation. All disputes between the Other Party and Comfy Chair shall be settled exclusively by the competent court in the district in which Comfy Chair has its registered office.
Article 21 – Survival
1. The provisions of these general terms and conditions and the Agreement which purport to retain their validity after the termination of the Agreement shall remain in full force after the termination of the Agreement.
Article 22 – Amendment or supplementation
1. Comfy Chair is entitled to unilaterally amend or supplement these general terms and conditions. In that case, Comfy Chair shall inform the Other Party of the changes or additions in good time.
2. There will be a minimum of 30 (thirty) days between such notification and the entry into force of the amended or supplemented terms and conditions.
3. If the change gives Comfy Chair the power to provide a performance that differs substantially from the promised performance, the Consumer has the right to refuse the changed conditions or to dissolve the Agreement.