B2B terms and conditions

General terms and conditions for business cooperation (B2B)

E-mail: info@purelygoods.nl

Website:www.purelygoods.nl

Article 1 – Definitions

  1. PurelyGoods : Boeije & Boeije VOF, established in Zoetermeer, registered with the Chamber of Commerce under number 88405265, trading under the brand name PurelyGoods.
  2. Customer : any business party that enters into an agreement with PurelyGoods for the purchase of products or services.
  3. Agreement : any agreement concluded between PurelyGoods and the Customer, whereby PurelyGoods undertakes to supply products and/or services to the Customer.
  4. Products : any goods supplied by PurelyGoods including but not limited to sleep products and health related accessories.
  5. Written : In these terms and conditions, written means: communication by letter, e-mail or other electronic message that constitutes written evidence.

Article 2 – Applicability of the conditions

  1. These general terms and conditions apply to all quotations, offers, agreements and deliveries of products or services by PurelyGoods to the Customer.
  2. Deviations from these conditions are only valid if they are recorded in writing.
  3. PurelyGoods hereby expressly rejects the application of any general terms and conditions of the Customer, unless otherwise agreed in writing.

Article 3 - Quotations

  1. All offers and quotations from PurelyGoods are without obligation and are valid for 30 days, unless otherwise stated in writing. PurelyGoods reserves the right to withdraw or change an offer within the validity period.
  2. Quotations do not automatically apply to future orders and must be requested and confirmed again on a case-by-case basis.

Article 4 - Conclusion of the agreement

  1. The agreement is concluded at the moment that the Customer has accepted the quotation from PurelyGoods in writing.
  2. Verbal commitments and agreements made by and with employees of PurelyGoods are only binding on PurelyGoods if they have been confirmed in writing by an authorized representative of PurelyGoods.

Article 5 – Prices

  1. PurelyGoods uses prices in euros, excluding VAT and excluding shipping costs, unless otherwise agreed in writing.
  2. PurelyGoods may always change the prices of its services and products on its website and in other communications.

Article 6 – Payment

  1. Payment must be made within 14 days of the invoice date, unless another term has been agreed in writing.

Article 7 – Consequences of late payment

  1. In the event of late payment, the Customer shall be in default by operation of law, without any notice of default being required. The Customer shall from that moment owe statutory commercial interest.
  2. If the Customer is in default, he must also pay extrajudicial collection costs and any damages to PurelyGoods.
  3. PurelyGoods is entitled to suspend deliveries until full payment of outstanding invoices has been received.
  4. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Customer, PurelyGoods' claims on the Customer shall be immediately due and payable.
  5. If the Customer refuses to cooperate with the execution of the agreement by PurelyGoods, he remains obliged to pay the agreed price.

Article 8 – Right of complaint

  1. If the Customer is in default with the payment of delivered products, PurelyGoods reserves the right to invoke the right of complaint on these products.
  2. PurelyGoods exercises its right of complaint by notifying the Customer in writing or electronically of the recovery of the unpaid products.
  3. Upon receipt of this notification, the Customer is obliged to return the products in question to PurelyGoods immediately and in good condition, unless the parties have agreed otherwise in writing.
  4. The costs for returning or returning the products shall be borne by the Customer, unless otherwise agreed.
  5. As long as the ownership of the products remains with PurelyGoods, the Customer is not entitled to sell, pledge or otherwise encumber these products.

Article 9 – Delivery

  1. Delivery of products will take place while stocks last. PurelyGoods makes every effort to accurately display the availability of products, but cannot guarantee that all products are always in stock.
  2. Delivery will take place from the warehouse of PurelyGoods, whereby PurelyGoods will take care of the shipment, unless otherwise agreed in writing. The risk of the products will pass to the Customer at the time of delivery.
  3. Delivery of ordered products will take place at the address specified by the Customer in the Netherlands and/or Belgium, unless otherwise agreed in writing.
  4. In case of late payment by the Customer, there is a case of creditor default. This means that the Customer cannot appeal to a late delivery or attribute other consequences of the suspension to PurelyGoods.

Article 10 – Delivery time

  1. Delivery times stated are indicative and not binding. Exceeding the delivery time does not entitle the Customer to compensation or termination of the agreement, unless expressly agreed otherwise.
  2. The delivery time commences at the moment that PurelyGoods has confirmed the quotation signed by the Customer in writing or electronically to the Customer.
  3. If PurelyGoods delays delivery due to circumstances beyond its control (such as force majeure), the delivery period will be suspended for the duration of the delay.

Article 11 – Intellectual property

  1. All rights to trademarks, trade names, product designs, and other intellectual property relating to PurelyGoods products shall remain at all times with PurelyGoods.
  2. The Customer is not entitled to use any intellectual property rights of PurelyGoods without the prior written consent of PurelyGoods, except for the sale and promotion of the PurelyGoods products.

Article 12 – Shipping costs

  1. The costs for transport will be charged to the Customer, unless the Customer and PurelyGoods have agreed otherwise in writing.

Article 13 – Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the Customer must have a note made of this by the carrier before receiving the product. If the Customer does not do this, he cannot hold PurelyGoods liable for any damage to the product.
  2. If the Customer arranges the shipment of a product himself, he is obliged to report any visible damage to the products or the packaging to PurelyGoods prior to transport.

Article 14 – Storage

  1. If the Customer does not take delivery of the ordered products on the agreed delivery date and postpones the delivery, the risk of any loss of quality will be borne entirely by the Customer. PurelyGoods is not liable for loss of quality or damage to products due to delayed delivery.
  2. Any additional costs resulting from early or late collection of products, such as storage costs or additional transport costs, will be fully charged to the Customer, unless otherwise agreed in writing.

Article 15 – Warranty

  1. The warranty on PurelyGoods products applies only to defects caused by defective manufacturing, construction, or use of defective materials.
  2. The warranty does not apply:
    • in case of normal wear and tear of the product;
    • in case of damage resulting from accidents;
    • in the event of damage caused by changes or repairs made by the Customer or third parties without the permission of PurelyGoods;
    • in case of damage caused by negligence or improper use by the Customer;
    • if the cause of the defect cannot be clearly determined.

Article 16 – Complaints

  1. The Customer must examine the products or services delivered by PurelyGoods as soon as possible for any deficiencies and must report any complaints to PurelyGoods in writing within 7 days of delivery.
  2. If a delivered product or service does not meet what the Customer could reasonably expect, the Customer must notify PurelyGoods of this within 7 days of discovering the shortcoming, with a detailed description of the complaint.
  3. For complaints about ongoing work, the Customer cannot make demands for additional work outside the agreements made.

Article 17 – Returns

  1. Products must be returned in their original packaging and in new condition.
  2. The costs and risk of returns are borne by the Customer, unless otherwise agreed in writing.

Article 18 – Liability of PurelyGoods

  1. PurelyGoods is not liable for indirect damages, including consequential damages, lost profits, and damages to third parties.
  2. PurelyGoods' liability is limited to direct damage related to the performance of the agreement and amounts to a maximum of the amount of the relevant order value, unless there is intent or gross negligence.
  3. PurelyGoods is not liable for damage resulting from incorrect use of the products by the Customer or third parties.
  4. If PurelyGoods is liable, this liability is limited to the amount paid out by a concluded liability insurance. If no insurance is concluded or no compensation is paid, the liability is limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photos, colours, drawings and descriptions on the website or in catalogues are only indicative and cannot lead to any compensation, termination or suspension.

Article 19 – Dissolution

  1. The Customer is entitled to cancel the agreement if PurelyGoods is culpably in breach of its obligations. However, this does not apply if the breach of PurelyGoods does not justify the termination due to its special nature or minor significance.
  2. If compliance with the obligations by PurelyGoods is still possible, dissolution can only take place after PurelyGoods has been put in default. This means that the Customer must put PurelyGoods in default in writing and give it a reasonable period to still meet its obligations.
  3. PurelyGoods has the right to terminate the agreement with the Customer if the Customer does not fully or timely fulfill its obligations under the agreement. PurelyGoods can also terminate the agreement if it has become aware of circumstances that give it good reason to assume that the Customer will not fulfill its obligations.
  4. Termination of the agreement must be done in writing and will take effect at the time the other party is notified thereof.

Article 20 – Force Majeure

  1. PurelyGoods is not liable for delays or failure to meet its obligations due to force majeure. Force majeure is understood to mean: any circumstance beyond the control of PurelyGoods, such as natural disasters, pandemics, war, strikes, government measures, disruptions in transport or energy supply.
  2. In the event of force majeure, PurelyGoods has the right to suspend its obligations for the duration of the force majeure situation or to terminate the agreement in whole or in part without being liable for damages.

Article 21 – Amendment of the agreement

  1. If changes in the implementation of the concluded agreement are necessary, the Customer and PurelyGoods can adjust the agreement in mutual consultation.
  2. Changes must be made in writing and will only become effective after both parties have approved them.

Article 22 - Confidentiality

  1. Both parties undertake to maintain confidentiality of all confidential information provided in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
  2. The obligation of confidentiality shall continue after termination of the agreement.

Article 23 - Applicable law and competent court

  1. These general terms and conditions and all agreements between PurelyGoods and the Customer are exclusively governed by Dutch law.
  2. Any disputes will be submitted to the competent court in the district where PurelyGoods is established, unless mandatory legal provisions prescribe otherwise.

Drafted on November 1, 2024.