General Terms and Conditions BodyBase B.V.

The private company BodyBase B.V. is registered with the Chamber of Commerce under number 73807427.

Article 1 – Definitions

1. In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise:
2. Company: The natural or legal person acting in the exercise of a profession or business.
3. Consumer: The natural person who is not acting in the exercise of a profession or business.
4. Buyer: The Company or Consumer who enters into a (distance) agreement with the Seller.
5. Seller: The provider of Products to the Buyer, hereinafter: BodyBase.
6. Offer: Any written offer to the Buyer to deliver Products by BodyBase.
7. Product: BodyBase sells a full body workout machine “BaseLine and BaseLine Ace&quot”, loose/spare parts of the BaseLine machine and related merchandise as well as sportswear and sports nutrition in the broadest sense of the word.
8. Agreement: The agreement that extends to the sale and delivery of Products originating from BodyBase.
9. Website: The website that BodyBase uses is: Bodybase @ Home (bodybaseathome.com)

Article 2 – Applicability

1. These general terms and conditions apply to every Offer of BodyBase and every Agreement between BodyBase and Buyer and to every product and service as offered by BodyBase. The present terms and conditions also apply to all agreements with BodyBase, of which any third parties are involved for the execution.
2. Any general and/or purchase conditions of the Buyer are hereby expressly rejected.
3. Deviation from these general terms and conditions is not possible, unless the parties have expressly agreed otherwise.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer.
5. If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the other provisions of these general terms and conditions will remain in force, and the void/annulled provision(s) will be replaced by a provision with the same effect as the original provision.
6. Ambiguities about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and interpreted in the spirit of these general terms and conditions.

Article 3 – The offer

1. All offers made by BodyBase are without obligation, unless explicitly stated otherwise in writing. BodyBase is only bound by an offer if it is confirmed in writing by the Buyer within 30 days.
2. BodyBase has the right at all times to refuse an agreement with a potential Buyer for a valid reason for BodyBase.
3. The offer contains a detailed description of the Products offered so that the Buyer is able to make a thorough assessment of the offer. The images and video’s used by BodyBase are for illustrative purposes only. Buyer cannot derive any rights from these images and video’s.
4. Delivery times in quotations from BodyBase are indicative and do not entitle the Buyer to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.

5. A composite quotation does not oblige BodyBase to deliver part of the Products included in the offer at a corresponding part of the quoted price.
6. Offers or special offers do not automatically apply to repeat orders.

Article 4 – Conclusion of the agreement

1. The agreement is concluded at the moment that the Buyer has accepted an Offer from BodyBase by means of a written confirmation of the quotation offered by BodyBase.
2. If the acceptance deviates from the offer included in the quotation or invoice (even if that is on minor points) BodyBase is not bound by this. The Buyer must pay the full quotation or invoice, unless the Buyer can demonstrate that otherwise has been agreed.
3. BodyBase is not bound by an Offer if buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
4. The right of withdrawal is excluded for the Buyer being a Company.
5. The Buyer being a Consumer has the right to assert his right of withdrawal within the statutory period. If withdrawal applies, the Buyer will handle the Product and its packaging with care. The Buyer will only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the product. If the product has been used, the Right of Withdrawal no longer applies. The costs of returning the goods will be borne by the Buyer.
6. The right of withdrawal is excluded if there are limited-lasting products or products that spoil quickly. This is indicated in the offer.
7. Both buyer and BodyBase can terminate the agreement in writing in whole or in part without further notice of default with immediate effect in the event that one of the parties is in suspension of payments, has filed for bankruptcy or the company in question ends by liquidation. If a situation as mentioned above occurs, BodyBase is never obliged to refund funds already received and / or to compensate the Buyer for damage.

Article 5 – Execution of the agreement

1. BodyBase will execute the agreement to the best of its knowledge and ability.
2. If and insofar as this is required for the proper execution of the agreement, BodyBase has the right to have certain work carried out by third parties at its own discretion.
3. Buyer shall ensure that all data, of which BodyBase indicates that they are necessary or of which Buyer should reasonably understand that they are necessary for the execution of the agreement, are provided to BodyBase in a timely manner. If the information required for the execution of the agreement has not been provided to BodyBase in time, BodyBase has the right to execute the agreement and charge the Buyer for the additional costs resulting from the delay in accordance with the usual rates.
4. BodyBase will demand full payment from the Buyer before proceeding to the execution of the agreement, unless the Parties have agreed otherwise.
5. BodyBase is not liable for damage, of whatever nature, that has arisen because BodyBase has assumed incorrect and / or incomplete data provided by the Buyer, unless this incorrectness or incompleteness could be known to BodyBase.
6. The Buyer indemnifies BodyBase against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the Buyer.

Article 6 – Delivery

1. Delivery of Products is at the expense and risk of the Buyer, unless explicitly agreed otherwise. For consumers, the delivery is at the risk of BodyBase. The delivery time is indicative at all times. The delivery times stated by BodyBase are an estimate and can never be seen as deadlines. The Buyer cannot derive any rights from such an assessment.

2. If the delivery of the Product and/or the requested installation of the Products is delayed, for example because the Buyer has not provided all the requested information or has not provided it in time, does not provide sufficient cooperation, the (down) payment has not been received by BodyBase on time or any delay arises due to other circumstances beyond BodyBase’s control, BodyBase is entitled to a reasonable extension of the delivery period. The Buyer must give BodyBase written notice of default and grant it a reasonable period of time to still be able to deliver. Due to the delay, the Buyer is not entitled to any compensation.
3. If BodyBase requires information from the Buyer in the context of the execution of the agreement, the delivery time starts after the Buyer has made it available to BodyBase.
4. BodyBase reserves the right to refuse delivery if there is a fear of non-payment.
5. Delivery and installation takes place in the buyer's premises or a location designated by the buyer. Any damage to the product as a result of the installation by BodyBase will be borne by BodyBase. If the Buyer carries out the installation itself, any damage resulting from this will be at the expense and risk of the Buyer itself.
6. All damage that occurs after receipt of the delivered products is at the risk of the Buyer. The Buyer must take the necessary provisions and/or security measures if Products are stored at the Buyer’s location.

Article 7 – Research, complaints

1. The Buyer being a Company is obliged to examine the delivered goods at the time of delivery, but in any case within 24 hours of receipt, but only to unpack (or use) to the extent necessary to assess whether he retains the product. In doing so, the Buyer must examine whether the quality and quantity of the delivered goods corresponds to the agreement and whether the Product meets the requirements that apply in regular (commercial) trade. A period of 14 days applies to Consumers.
2. The Buyer is obliged to investigate for himself how the Product should be used. BodyBase acknowledges no liability for the incorrect use of product by Buyer. The consequences of incorrect use are always at the expense and risk of the Buyer. Buyer indemnifies BodyBase in respect of all claims of Buyer or third parties that are the result of incorrect use of the Products provided by BodyBase.
3. Any visible defects or shortcomings must be reported in writing to BodyBase within 24 hours after delivery on sabrina@bodybasegroup.com. If such a defect has not been reported to BodyBase within this period, the right to complain with regard to visible defects will lapse. In the event of damage to the Product due to careless handling by the Buyer himself, the Buyer is liable for any depreciation of the Product.
4. Invisible defects, the defects that the Buyer has not discovered during a thorough inspection of the received goods and could not reasonably have discovered, must be reported to BodyBase in writing immediately after discovery of that defect. If no immediate complaint is made with regard to discovered invisible defects, the Buyer will lapse the right to complain in respect of those defects.
5. If the Buyer uses his right to complain, he will have to demonstrate the defect if requested so that BodyBase can check the submitted complaints.
6. Complaints with regard to part of the delivered goods can never be a reason to reject the entire delivery.
7. Only unused and/or unopened Products, in the original packaging, can be taken back. Buyer may, unless on the basis of complaints recognized by BodyBase and by BodyBase prior written permission for this purpose, not return delivered goods. The direct costs of the return are at the expense and risk of the Buyer.
8. Refunds to the Buyer will be processed as soon as possible. Refund will be made to the previously specified account number and will be made within 10 working days at the latest.

Article 8 – Maintenance

1. Buyer has an independent responsibility for the management, use and maintenance of the goods made and / or delivered by BodyBase.
2. If agreed, BodyBase will carry out maintenance or repair. The extent of the maintenance obligation extends to what has been explicitly agreed by the Parties. BodyBase will inform the Buyer of all circumstances that may affect (the availability of) maintenance.
3. Buyer is obliged to report any defects, errors or other malfunctions in writing to BodyBase, after which BodyBase will repair the defects as soon as possible and to the best of its ability and / or make improvements in accordance with its usual procedures. If desired, BodyBase is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Buyer.
4. The Buyer is obliged to provide its cooperation to BodyBase on first request. If agreed, BodyBase can keep a maintenance schedule with regard to the parts to be replaced and at fixed times send parts and / or carry out maintenance. However, the buyer remains responsible for replacing the sensitive parts in a timely manner in accordance with the maintenance schedule. The Buyer will receive a maintenance schedule when purchasing the
Product “BaseLine” or “BaseLine Ace”.

Article 9 – Prices

1. All prices are in principle exclusive of tax (VAT). The prices as mentioned in the offer are based on the cost factors applicable at the time of the conclusion of the agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes. Any advantageous or disadvantageous differences at the time of arrival or delivery shall be for the benefit or at the expense of the Buyer.
2. All prices are exclusive of shipping and installation costs, unless otherwise indicated.
3. The Buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.

Article 10 – Payment and collection policies

1. The Buyer must pay invoices prior to delivery to the account number and data of
BodyBase made known to him. Only after explicit and written permission from BodyBase can the Parties agree on a further period in which the amount due must be paid. Objections to the amount of the invoices do not suspend the payment obligation.
2. In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims of BodyBase against the Buyer are immediately due and payable.
3. The parties may agree that the Buyer must pay an advance. If an advance payment has been agreed, the Buyer must pay the remaining amount before the Product is delivered.
4. If a periodic payment obligation of the Buyer has been agreed, BodyBase is entitled to adjust the applicable prices and rates in writing, with due observance of a period of three months.
5. If the Buyer does not meet his/her payment obligation, and has not paid within the 14-day payment term set for this purpose, the Buyer being a Company is in default. The Buyer being a Consumer will first receive a written reminder with a period of 14 days after the date of receipt of the reminder by the Buyer being a Consumer to still meet the payment obligation with an indication of the extrajudicial costs if the Consumer does not comply with his obligations within that period, before they become in default.
6. From the date that the Buyer is in default, BodyBase will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and reimbursement of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the scale from the decree compensation for extrajudicial collection costs of 1 July 2012.

7. If BodyBase has incurred more or higher costs which are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also for the account of the Buyer.

Article 11 – Retention of titles

1. All goods delivered by BodyBase remain the property of BodyBase until Buyer has fully fulfilled his payment obligation(s).
2. The Buyer is not authorized to pledge or encumber the goods subject to the retention of title until the full transfer of ownership to the Buyer.
3. Costs and other damage as a result of the retention of the purchased Products is at the expense and risk of the Buyer and will first request to BodyBase will be reimbursed by Buyer.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform BodyBase thereof as soon as can reasonably be expected.
5. In the event that BodyBase wishes to exercise its property rights referred to in this article, Buyer already now gives unconditional and irrevocable permission and authorization to BodyBase or third parties to be designated by it, to enter all those places where the property of BodyBase is located and to take back those items without delay.
6. BodyBase has the right, if a further payment term has been agreed, to keep the product(s) purchased by Buyer if buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or deliver by BodyBase. After the Buyer has fulfilled its obligations, BodyBase will still deliver the purchased goods to the Buyer as soon as possible, but no later than within 20 working days (unless a longer period is necessary in connection with the delivery times/oversees of a (sub)supplier).
7. BodyBase has the right to keep the Product(s) purchased by Buyer in the event that The Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or deliver by BodyBase. This also applies to the bankruptcy of the Buyer. After the Buyer has fulfilled its obligations, BodyBase will still deliver the Products to the Buyer as soon as possible.
8. Costs and other (consequential) damage as a result of keeping the purchased Products in possession is at the expense and risk of Buyer and will be reimbursed by Buyer on first request to BodyBase.

Article 12 – Warranty

1. For the Products offered by BodyBase, a warranty period applies which corresponds to the manufacturer’s warranty as stated in the manual or purchase agreement, unless another term has been expressly agreed with BodyBase. During the warranty period, BodyBase guarantees a sound and usual quality of the Products under normal and sound use.
2. Buyer can never hold BodyBase liable for any damage resulting from the use of the Products of BodyBase, if such damage is due to improper use or use contrary to the purpose of the delivered or the maintenance instructions and instructions for use provided by BodyBase;
3. No guarantee is given on Products that, according to general knowledge, arise due to wear and tear and/or are subject to use, unless there are demonstrable manufacturing, construction and/or material defects. Buyer is obliged to report such errors to BodyBase immediately after discovery. If not reported within a reasonable period of time after discovery, it is deemed that such defects are due to wear and tear and / or incorrect maintenance and are therefore at the expense and risk of the Buyer.
4. The Buyer is at all times responsible for observing and managing the maintenance and user manual/instructions provided and/or supplied by BodyBase. If these rules are not respected, any form of warranty is void.
5. If the goods to be delivered do not comply with these guarantees, BodyBase will replace the item within a reasonable period of time, if return is not reasonably possible, after written notification of the defect by Buyer, at the discretion of BodyBase, replace or arrange for repair. In the event of replacement, the Buyer undertakes to return the replaced item to BodyBase and to transfer ownership to BodyBase.
6. Any form of warranty will be voided if the defect has arisen as a result of improper assembly, installatioin and /or maintenance or improper use or when, without written permission from BodyBase, Buyer or third party (s) have made or attempted to make changes to the delivered item or have used it for purposes for which the item is not intended or have been used under abnormal circumstances.

Article 13 – Suspension and dissolution

1. BodyBase is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if the Buyer does not or not fully comply with the (payment) obligations under the agreement.
2. BodyBase is entitled to dissolve the agreement(s) existing by it and buyer without judicial agreement, if buyer, not timely or not properly fulfills the obligations arising for him from any agreement concluded with BodyBase, as well as in the event of bankruptcy or suspension of payment of the Buyer or in the event of shutdown or liquidation of his business.
3. Furthermore, BodyBase is entitled to dissolve the agreement without prior notice of default if circumstances arise of such a nature that compliance with the agreement is impossible or can no longer be required according to standards of reasonableness and fairness or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
4. If the agreement is dissolved, the claims of BodyBase against the Buyer are immediately due and payable. If BodyBase suspends the fulfilment of the obligations, it retains its rights under the law and the agreement.

Article 14 – Transfer of risk

The risk of loss or damage to the Products that are the subject of the agreement is transferred to the business Buyer at the moment when the goods leave the BodyBase warehouse. For Consumers, the risk has passed at the moment that the products have been delivered to the Buyer. Even if the goods are brought into the power of the Buyer and/or third parties, the risk has passed to Buyer.

Article 15 – Force majeure

1. BodyBase is not liable if, as a result of a force majeure situation, obligations under the agreement cannot be fulfilled.
2. Force majeure is in any case understood, but is not limited to, what is understood in law and jurisprudence in this regard, (i) force majeure of (sub)suppliers of BodyBase, (ii) failure to properly comply with obligations of suppliers prescribed or recommended by Buyer to BodyBase, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and
telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of BodyBase (xi) covid-19 or other pandemics, (xii) lockdowns and (xiii) other situations that, in the opinion of BodyBase, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. BodyBase has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after BodyBase should have fulfilled its obligation.
4. The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than four months, each of the parties is entitled to dissolve the agreement, without obligation to pay compensation for damage to the other party.

5. If BodyBase has already partially fulfilled its obligations at the onset of the force majeure, or can only partially meet its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Buyer is obliged to pay this invoice. However, this does not apply if the already delivered or deliverable part has no independent value.

Article 16 – Limitation of liabiility

1. Buyer indemnifies BodyBase against all damage resulting from the use of the Products and expressly indemnifies BodyBase against all claims from third parties for compensation of this damage unless there is intent or gross negligence on the part of BodyBase. If the execution of the agreement by BodyBase leads to liability of BodyBase towards Buyer or third parties, that liability is limited to the in connection with the agreement by BodyBase charged costs up to a maximum of once the order value. The liability is expressly limited to the direct damage.
2. BodyBase is never liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business stagnation. For consumers, the limitation extends to what is permitted pursuant to Article 7:24 paragraph 2 of the Dutch Civil Code.
3. The Buyer is responsible and liable for any damage that occurs after the Products have been delivered and are stored at the Buyer's own location.
4. BodyBase is not liable for and/or obliged to repair damage caused by the use of the Product, including assembly/ installation by the Buyer. BodyBase provides strict maintenance and user manuals/instructions that must be managed by the Buyer. All damage to Products as a result of use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
5. BodyBase is not liable if the Buyer experiences an allergic reaction by taking in sports nutrition. The buyer has his own responsibility to inquire about the effect of sports nutrition.
6. BodyBase is not liable for damage that is or may be the result of any act or omission as a result of (imperfect and / or incorrect) information on the website (s) or that of linked websites.
7. BodyBase does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of BodyBase, nor for the timely receipt thereof.
8. All claims of Buyer due to failure on the part of BodyBase lapse if they have not been reported to BodyBase in writing and motivated within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims, except for intent and / or gross negligence on the part of BodyBase.
9. One year after the termination of the agreement, the liability of BodyBase expires.

Article 17 – Intelectual property rights

1. All IP rights and copyrights of BodyBase are vested exclusively in BodyBase and will not be transferred to Buyer.
2. Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties all documents on which the IP rights and copyrights of BodyBase rest without the express prior written consent of BodyBase. If the Buyer wishes to make changes to BodyBase delivered goods, BodyBase must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products on which the intellectual property rights of BodyBase rest other than agreed in the agreement.
4. Buyer is prohibited from disclosing and/or duplicating, modifying or making available to all documents on which bodybase’s IP rights and copyrights rest third parties (including for commercial purposes) without the express prior written consent of BodyBase and the payment of the monetary compensation. If the Buyer wishes to make changes to goods delivered by BodyBase, BodyBase must explicitly agree to the intended changes.
5. The parties will inform each other and take joint measures if an infringement of the IP rights occurs.

6. Any infringement by the Buyer of the intellectual property rights of BodyBase will be punished with a one-off fine of € 10,000 (in words: ten thousand euros) and a fine of € 2,000 euros (in words: two thousand euros) for each day that the infringement continues.

Article 18 – Confidentiality

1. BodyBase and buyer undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. The confidentiality results from the assignment or of which one can reasonably expect to be confidential information.
2. If BodyBase is obliged on the basis of a legal provision or a court ruling to (also) provide the confidential information to a third party indicated by law or competent court or indicated third party, and BodyBase cannot invoke a right of non-disclosure, BodyBase is not obliged to pay any compensation and the Buyer is not entitled to dissolve the agreement.
3. BodyBase and the Buyer also impose the confidentiality obligation on third parties to be engaged by them.

Article 19 – Privacy, data processing and security

1. BodyBase handles the (personal) data of the Buyer and Users of the website(s) with care and will only handle them in accordance with the standards and legal standards applicable in the industry. If requested, BodyBase will inform the person concerned. Questions about the processing of personal data and further information can be requested by e-mail to sabrina@bodybasegroup.com.
2. If BodyBase must provide security of information on the basis of the agreement, this security will comply with the agreed specifications and security level that is not unreasonable in regards to the state of the technology, the sensitivity of the data, and the associated costs.

Article 20 – Complaints

1. If the Buyer is not satisfied with the service or Products of BodyBase or otherwise has complaints about the purchase agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be reported via sabrina@bodybasegroup.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer in order for BodyBase to be able to handle the complaint.
3. BodyBase will respond to the content of the complaint as soon as possible, but no later than 7 days after receipt of the complaint.
4. The parties will try to reach a joint solution.

Article 21 – Applicable law

1.Dutch law applies to every agreement between BodyBase and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. BodyBase has the right to change these general terms and conditions and will inform the Buyer about this. The most up-to-date version can be found on the website.

3. All disputes arising from or as a result of the agreement between BodyBase and the Buyer will be settled in the competent court of the District Court of Rotterdam, Location Rotterdam, unless provisions of mandatory law lead to jurisdiction of another court.