Article 1: General provisions

1. These terms and conditions apply to every offer, quotation, and agreement between Kickboxing-shop.nl, a division of Martial Arts Retail V.O.F. (hereinafter referred to as "User"), and a Counterparty to whom User has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from in writing by both parties.

2. These terms and conditions also apply to agreements with User for the execution of which third parties must be engaged by User.

3. These general terms and conditions are also written for the employees and management of User.

4. The applicability of any purchasing or other conditions of the Counterparty is expressly rejected.

5. If one or more provisions in these general terms and conditions are wholly or partially void or annulled at any time, the remaining provisions of these general terms and conditions shall remain fully applicable. User and the Counterparty shall then consult to agree on new provisions to replace the void or annulled provisions, taking into account the purpose and intent of the original provisions as much as possible.

6. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place in the spirit of these provisions.

7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

8. If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that User would, in any way, lose the right to demand strict compliance with these provisions in other cases.

Article 2: Quotations and offers

1. All quotations and offers from User are non-binding unless a term for acceptance is specified in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.

2. User cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or typographical error.

3. The prices stated in a quotation or offer include VAT and other government levies, as well as any costs incurred in connection with the agreement, including travel, accommodation, shipping, and administrative costs unless otherwise indicated.

4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, User is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance unless User states otherwise.

5. A composite price quotation does not oblige User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

6. The special offers on the website cannot be combined with promotional codes or other promotions from Kickboxing-shop.nl.

Article 3: Contract duration, delivery terms, execution, and price changes

1. The agreement between User and the Counterparty is entered into for an indefinite period unless the nature of the agreement dictates otherwise or the parties have expressly and in writing agreed otherwise.

2. If a term has been agreed upon or specified for the completion of certain work or the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counterparty must give User written notice of default. User must be given a reasonable period to still fulfill the agreement.

3. User has the right to have certain work performed by third parties.

4. User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

5. If the agreement is carried out in phases, User may suspend the execution of the following phases until the Counterparty has approved the results of the preceding phase in writing.

6. If User requires information from the Counterparty for the execution of the agreement, the execution period does not commence until the Counterparty has provided this information correctly and completely to User.

7. If during the execution of the agreement it appears that it is necessary for a proper execution to modify or supplement it, the parties will timely and mutually adjust the agreement accordingly. If the nature, scope, or content of the agreement is changed, whether at the request or instruction of the Counterparty, the competent authorities, etc., and the agreement is thereby qualitatively and/or quantitatively altered, this may have consequences for what was originally agreed upon. This may result in an increase or decrease in the originally agreed price. User will provide a price estimate in advance as much as possible. Due to a change in the agreement, the originally specified execution period may also change. The Counterparty accepts the possibility of changes to the agreement, including changes in price and execution period.

8. If the agreement is modified, including additions, User is entitled to execute it only after approval has been given by the authorized person within User, and the Counterparty has agreed to the price and other conditions specified for the execution. The non-execution or delayed execution of the modified agreement does not constitute a breach of contract by User and is not a reason for the Counterparty to terminate the agreement.

9. Without being in default, User may refuse a request to modify the agreement if it could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered under the agreement.

10. If the Counterparty fails to fulfill its obligations properly, it is liable for all damage (including costs) incurred by User as a direct or indirect result.

11. If User has agreed on a certain price when concluding the agreement, User is still entitled to increase the price under the following circumstances, even if the price was originally not given subject to reservation:

12. If the price increase results from a change in the agreement;

13. If the price increase results from an authority or obligation of User under the law;

14. In other cases, provided that the Counterparty, who is not acting in the course of a profession or business, is entitled to dissolve the agreement in writing if the price increase exceeds 10% and occurs within three months after concluding the agreement, unless User is still willing to execute the agreement on the basis of the originally agreed terms, or if it was stipulated that the delivery would take place more than three months after purchase.

Article 4: Suspension, termination, and early termination of the agreement

1. User is entitled to suspend the fulfillment of its obligations or to immediately and with immediate effect terminate the agreement if:

   • the counterparty does not, not fully, or not timely fulfill its obligations under the agreement;

   • after concluding the agreement, circumstances come to user’s attention that provide good reason to fear that the counterparty will not fulfill its obligations;

   • the counterparty, at the time of concluding the agreement, was requested to provide security for the fulfillment of its obligations under the agreement, and this security is not provided or is insufficient;

   • due to delays on the part of the counterparty, user can no longer be expected to fulfill the agreement under the originally agreed conditions;

   • circumstances arise that are of such a nature that fulfillment of the agreement becomes impossible, or maintaining the agreement in its unaltered form cannot reasonably be required of user.

2. If the termination is attributable to the counterparty, user is entitled to compensation for damages, including direct and indirect costs, incurred as a result.

3. If the agreement is terminated, all claims of user against the counterparty become immediately due and payable. If user suspends the fulfillment of its obligations, it retains its legal and contractual claims.

4. If user proceeds with suspension or termination based on the grounds mentioned in this article, user shall not be liable for any resulting damages or costs in any way, while the counterparty is obliged to compensate user for damages due to non-performance.

5. If the agreement is terminated early by user, user will, in consultation with the counterparty, ensure the transfer of any remaining work to third parties, unless the termination is attributable to the counterparty. If the early termination is not attributable to user, any costs for the transfer will be charged to the counterparty. User will inform the counterparty in advance as much as possible regarding the scope of these costs. The counterparty is obliged to pay these costs within the period specified by user, unless user states otherwise.

6. In the event of liquidation, (application for) suspension of payment, bankruptcy, seizure of assets—if and to the extent that the seizure is not lifted within three months—debt restructuring, or any other circumstance preventing the counterparty from freely disposing of its assets, user is entitled to immediately terminate the agreement or cancel the order without any obligation to pay compensation. In such cases, user’s claims against the counterparty become immediately due and payable.

7. If the counterparty cancels a placed order, the goods ordered or prepared, along with any associated costs for supply, delivery, and reserved labor, will be fully charged to the counterparty.

Article 5: Force majeure

1. User is not obliged to fulfill any obligation towards the counterparty if it is hindered from doing so due to circumstances beyond its control and which cannot be attributed to user by law, legal act, or generally accepted standards.

2. In addition to what is defined as force majeure in law and case law, force majeure within the meaning of these general terms and conditions includes all external causes, foreseen or unforeseen, over which user has no control but which prevent user from fulfilling its obligations. User is also entitled to invoke force majeure if the circumstances preventing (further) fulfillment of the agreement occur after user should have fulfilled its commitment.

3. During the period of force majeure, user may suspend its obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

4. If user has already partially fulfilled its obligations under the agreement or can still fulfill them at the time force majeure occurs, and the fulfilled or fulfillable part has independent value, user is entitled to separately invoice the fulfilled or fulfillable part. The counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6: Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner specified by user and in the currency stated on the invoice, unless user has indicated otherwise in writing. User is entitled to invoice periodically.

2. If the counterparty fails to make timely payment of an invoice, the counterparty is legally in default. The counterparty will then owe interest. In the case of consumer purchases, the interest rate will be equal to the statutory interest rate. In other cases, the counterparty will owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. Interest on the outstanding amount will be calculated from the moment the counterparty is in default until full payment of the outstanding amount is made.

3. User has the right to apply payments made by the counterparty first to cover costs, then to settle accrued interest, and finally to reduce the principal amount and ongoing interest.

4. User may, without being in default, refuse an offer of payment if the counterparty designates a different allocation order for the payment. User may also refuse full repayment of the principal amount if the counterparty does not also pay the accrued and ongoing interest and collection costs.

5. Objections to the amount of an invoice do not suspend the payment obligation.

6. If the counterparty is in default or fails to meet its obligations (on time), all reasonable costs incurred to obtain payment outside of court will be charged to the counterparty. The extrajudicial collection costs will be calculated based on the method currently used in Dutch debt collection practices, which is currently the calculation method according to the "Rapport Voorwerk II." However, if user has incurred higher collection costs that were reasonably necessary, the actual costs will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the counterparty. The counterparty will also owe interest on the collection costs.

Article 7: Retention of title

1. All goods delivered by the user under the agreement remain the property of the user until the counterparty has fully and properly fulfilled all obligations arising from the agreement(s) concluded with the user.

2. Goods delivered by the user that fall under the retention of title may not be resold or used as a means of payment. The counterparty is not authorized to pledge or otherwise encumber these goods.

3. The counterparty must take all reasonable measures to protect the user’s ownership rights.

4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights over them, the counterparty is obliged to immediately inform the user.

5. The counterparty is required to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft. The insurance policy must be provided for inspection upon the user’s first request. In the event of an insurance payout, the user is entitled to these funds. If necessary, the counterparty commits in advance to cooperating with all measures required or desirable in this regard.

6. If the user wishes to exercise his ownership rights, the counterparty grants the user and third parties designated by the user unconditional and irrevocable permission to enter all locations where the user's property is located and to reclaim these goods.

Article 8 Warranties, Inspection, and Complaints

• The goods to be delivered by the User comply with the usual requirements and standards that can reasonably be expected at the time of delivery and for which they are intended under normal use in the Netherlands. The in this article mentioned warranty applies to goods intended for use within the Netherlands. If used outside the Netherlands, the Counterparty must verify whether their use is suitable for that location and whether they meet the applicable conditions. The User may in that case set different warranty and other conditions regarding the goods to be delivered or the work to be performed.

• The in paragraph 1 of this article mentioned warranty applies for a period of 3 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns a product manufactured by a third party, the warranty is limited to that provided by the producer of the product, unless stated otherwise. After the warranty period has expired, all costs for repair or replacement, including administrative, shipping, and call-out costs, will be charged to the Counterparty.

• Any form of warranty becomes void if a defect arises as a result of or stems from improper or inappropriate use, use beyond the expiration date, incorrect storage or maintenance by the Counterparty and/or third parties, when, without written permission from the User, the Counterparty or third parties have made or attempted to make modifications to the product, attached other items that should not be attached, or processed or altered it in a way other than prescribed. The Counterparty is also not entitled to warranty if the defect has arisen due to or as a result of circumstances beyond the User’s control, including but not limited to weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.

1. The Counterparty is obliged to inspect the delivered goods (or have them inspected) immediately at the moment the goods are made available to them or the relevant work has been carried out. The Counterparty must examine whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements that the parties have set in this regard. Any defects must be reported in writing to the User within two months of discovery. The report must contain as detailed a description of the defect as possible, so the User is able to respond adequately. The Counterparty must give the User the opportunity to investigate (or have investigated) a complaint.

2. If the Counterparty complains in a timely manner, this does not suspend their payment obligation. The Counterparty remains obliged to accept and pay for the ordered goods, unless they have no independent value.

3. If a defect is reported later, the Counterparty is no longer entitled to repair, replacement, or compensation, unless the nature of the goods or the circumstances of the case dictate otherwise.

4. If it is established that a product is defective and a complaint has been made in time, the User will, within a reasonable period after return receipt of the goods or, if return is not reasonably possible, after written notification of the defect by the Counterparty, at the User’s discretion, replace the defective goods or ensure their repair or compensate the Counterparty for them. In the event of replacement, the Counterparty is obliged to return the replaced goods to the User and transfer ownership of them, unless the User indicates otherwise.

5. If it is established that a complaint is unfounded, then all costs incurred as a result, including research costs incurred by the User, will be borne entirely by the Counterparty.

Article 9 Liability

1. If User is liable, such liability is limited to what is stipulated in this provision.

2. User is not liable for any damage of any kind resulting from User relying on incorrect and/or incomplete data provided by or on behalf of the Other Party.

3. User is only liable for direct damage.

4. Direct damage is exclusively understood to mean:

   • the reasonable costs incurred to determine the cause and extent of the damage, insofar as this determination relates to damage as defined in these terms and conditions;

   • any reasonable costs incurred to ensure that User’s defective performance conforms to the agreement, to the extent that these can be attributed to User;

   • reasonable costs incurred to prevent or limit damage, provided the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

5. User is never liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, and damage due to business or other types of stagnation. In the case of consumer purchases, this limitation does not extend beyond what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.

6. If User is liable for any damage, User’s liability is limited to a maximum of three times the invoice value of the order, or at least to that part of the order to which the liability relates.

7. User's liability is in any case always limited to the amount paid out by its insurer in the relevant case.

8. The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence on the part of User or its managerial subordinates.

Article 10 Limitation period

1. Notwithstanding statutory limitation periods, the limitation period for all claims and defenses against User and any third parties engaged by User in the execution of an agreement is one year.

2. The provision in paragraph 1 does not apply to legal actions and defenses based on facts that would justify the assertion that the delivered goods do not conform to the agreement. Such claims and defenses expire two years after the Other Party has notified User of such non-conformity.

Article 11 Transfer of risk

1. The risk of loss, damage, or depreciation passes to the Other Party at the moment the goods are placed under the control of the Other Party.

Article 12 Indemnification

1. The Other Party indemnifies User against any claims from third parties who suffer damage in connection with the execution of the agreement, where the cause is attributable to a party other than User.

2. If User is held liable by third parties in this regard, the Other Party is obligated to assist User both extrajudicially and in court and to immediately take all reasonable measures expected of them. Should the Other Party fail to take adequate action, User is entitled, without prior notice of default, to take such measures itself. All costs and damages incurred by User and third parties as a result shall be borne entirely by the Other Party.

Article 13 Intellectual property

1. User retains all rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations. User has the right to use any knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information of the Other Party is disclosed to third parties.

Article 14 Applicable law and disputes

1. All legal relationships involving User are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if a party involved in the legal relationship resides abroad. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. Parties shall only resort to legal proceedings after making every effort to resolve a dispute through mutual consultation.

Article 15 Location and amendments to Terms and Conditions

1. These terms and conditions are available on our website: www.kickboxing-shop.nl

2. The version most recently filed, or the version in effect at the time the legal relationship with User was established, shall always apply.

3. The Dutch text of these general terms and conditions shall always be decisive for their interpretation.