Terms and Conditions

General terms and conditions of Komoder B.V., located at Weissenbruchlaan 86, 3054LR Rotterdam, registered with the Chamber of Commerce under number 74732625, legally represented by Komoder Holding B.V.

Definitions

General Terms and Conditions shall mean:

1. General Terms and Conditions: These General Terms and Conditions refer to the general terms and conditions as defined in Article 6:231 of the Dutch Civil Code (hereinafter: DCC);
2. Durable data carrier: Any means that enables the Customer or Komoder to store information addressed personally to them in a way that allows future consultation and unaltered reproduction of the stored information.
3. Komoder: The private limited company Komoder B.V., with its registered office in Rotterdam, and registered with the Chamber of Commerce under file number 74732625;
4. Customer: The natural person or legal entity that has entered into an Agreement with Komoder;
5. Quotation: The written and/or electronic offer (the proposal) from Komoder to the Customer to provide one or more services and/or products at a specified price;
6. Agreement: The arrangement(s), both verbal and written, between the Customer and Komoder that define the products and/or services Komoder will provide, under what conditions, and for what compensation.
7. Distance agreement: An agreement concluded between the Customer and Komoder where only one or more means of remote communication are used to establish the contract;
8. Private customer: A natural person who is not acting on behalf of their profession or business;
9. Parties: Komoder and the Customer collectively;
10. Komoder's Products and Services include, but are not limited to:
    • The delivery (and assembly/installation) of massage chairs;
    • The rental (and assembly/installation) of massage chairs.
11. Website: www.komoder.nl;

Article 1 – Applicability

1. These General Terms and Conditions apply to all proposals, offers, Quotations, assignments, (remotely concluded) Agreements, and any legal relationships arising from or related to them between Komoder and the Customer.
2. These General Terms and Conditions also apply to any Agreement in which Komoder engages third parties for the execution of the Agreement.
3. By signing an Agreement or order confirmation with Komoder, the Customer acknowledges that they have read these General Terms and Conditions and agree to them.
4. Deviations from the provisions in these General Terms and Conditions are only valid if they have been agreed upon in writing with Komoder and have been explicitly accepted as such by Komoder. Any agreed deviations apply only to the specific Agreement in question, and the Customer cannot derive any rights from these deviations for future Agreements with Komoder.
5. The applicability of any general or specific terms and conditions used by the Business Customer is expressly rejected.
6. Before the Distance Agreement is concluded, the text of these General Terms and Conditions will be made available to the Customer. If this is not reasonably possible, the Customer will be informed before the Distance Agreement is concluded where the General Terms and Conditions can be accessed at Komoder and that they will be sent free of charge upon request.
7. If the Distance Agreement is concluded electronically, then, contrary to the previous paragraph, the text of these General Terms and Conditions may be made available to the Customer electronically in such a way that the Customer can easily store them on a durable data carrier. If this is not reasonably possible, the Customer will be informed before the Distance Agreement is concluded where the General Terms and Conditions can be accessed electronically and that they will be sent free of charge upon request, either electronically or in another form.
8. In case of a conflict between the provisions of the Agreement and the text of these General Terms and Conditions, the provisions of the Agreement shall prevail.
9. In all cases where an Agreement with the Customer ends, these General Terms and Conditions shall continue to govern the legal relationship between the Parties to the extent necessary for the settlement of that Agreement.
10. If one or more provisions of these Terms and Conditions are annulled or declared null and void (in whole or in part) at any time, the remaining provisions shall remain in full force. The relevant provision will be promptly replaced by a provision that aligns as closely as possible with the intent and purpose of the original provision.
11. The provision in the previous paragraph also applies to provisions in the (remotely concluded) Agreement.
12. Situations not covered by these General Terms and Conditions shall be assessed in accordance with the intent and spirit of these General Terms and Conditions.
13. Any ambiguities regarding the interpretation or content of one or more provisions of these General Terms and Conditions shall be interpreted in accordance with their intent and spirit.

Article 2 – Offer / Quotation

1. All Quotations issued by Komoder are non-binding in nature. Komoder has the right to withdraw issued Quotations. Unless otherwise stated in the Quotation, the validity period of a Quotation is a maximum of fourteen days from the date mentioned in the Quotation. The Quotation is always based on the information provided by the Customer.
2. If an offer has a limited validity period or is subject to conditions, this will be explicitly stated in the offer. If the Customer does not accept the offer or Quotation within the applicable period, the offer or Quotation will expire.
3. Quotations and/or rates do not automatically apply to new Agreements.
4. The offer contains a complete and accurate description of the offered Products and/or services. The description is sufficiently detailed to enable the Customer to make a proper assessment of the offer. The offer specifically includes:
   • The price;
   • Any shipping/transportation costs;
   • Any assembly costs;
   • The acceptance period of the offer or the period during which Komoder guarantees the price;
5. If Komoder uses images, they are as accurate a representation as possible of the offered Products and/or services. Obvious mistakes or errors in the offer do not bind Komoder.
6. If the offer or Quotation is based on information provided by the Customer or a third party and this information turns out to be incorrect or incomplete, or if it changes afterward, Komoder has the right to adjust the quoted prices, rates, and/or delivery times.
7. Models, samples, drawings, materials, and specifications of sizes, weights, and other details mentioned in brochures, leaflets, price lists, on the website, and in similar promotional materials from Komoder are as accurate as possible and serve only as an indication. Komoder is not liable for errors or deviations, and the Customer cannot derive any rights from them.
8. Komoder may charge the Customer for the costs incurred in preparing the offer, provided that these costs were communicated in advance.

Article 3 – Formation of Agreement

1. An Agreement between the Parties is established from the moment the Customer, in any manner, communicates to Komoder their acceptance of the offer.
2. If the Customer accepts the offer electronically, Komoder will confirm receipt of the acceptance without delay via electronic means. As long as this confirmation has not been received, the Customer has the right to dissolve the Agreement.
3. If the Agreement is concluded electronically, Komoder will implement appropriate technical and organizational measures to secure the electronic transmission of data and ensure a safe web environment. If the Customer has the option to pay electronically, Komoder will take appropriate security measures for such transactions.
4. Komoder is entitled—within legal boundaries—to assess whether the Customer can meet their payment obligations and to examine all relevant facts and factors for a responsible decision on entering into the Agreement. If, based on this investigation, Komoder has valid reasons not to enter into the Agreement, it is entitled to refuse an order or request with justification or to attach special conditions to its execution.
5. In the case of a Distance Agreement, Komoder will provide the following information in writing or in a manner that allows the Customer to store it on a durable data carrier:
   
   • The physical address of Komoder’s establishment where the Customer can submit complaints;
   • The conditions under which and the method by which the Customer can exercise the right of withdrawal, or a clear statement if the right of withdrawal does not apply;
   • Information about warranties and existing after-sales services;
6. Every Agreement is entered into under the suspensive condition of sufficient availability of the relevant products and/or materials.
7. If the Customer includes reservations or modifications—of any kind—in the acceptance of a Quotation, the Agreement will only be concluded once Komoder has explicitly confirmed in writing that it agrees with these deviations from the Quotation. If any modification results in an increase or decrease in costs, the corresponding price adjustment must be separately agreed upon in writing between the Parties.
8. Any additional modifications and supplements to the original Agreement between the Customer and Komoder are only valid once Komoder has confirmed them in writing.
9. If the Customer is represented by another party, particularly in the case of representing a legal entity, and the representative or authorized agent does not enter into the Agreement with Komoder in their own name, the representative or agent must provide written proof of their authority to act on behalf of the Customer. Any changes in the authority of the Customer, their representatives, or authorized agents shall only take effect against Komoder after Komoder has been formally notified in writing by the Customer, even if such changes have been registered in public registers.
10. The Customer agrees to digital communication with Komoder. The Customer is obliged to promptly notify Komoder in writing of any intended change of address and/or changes to billing information.
11. If an Agreement is entered into with two or more Customers, they are jointly and severally liable, and Komoder has the right to demand full performance from any of them.
12. The Customer shall always follow any instructions provided by Komoder regarding the services provided by Komoder.

Article 4 – Assembly and Installation

1. Assembly and installation are carried out exclusively by or on behalf of Komoder, in accordance with applicable regulations and the standards set by Komoder.
2. Komoder will exercise the utmost care when receiving and executing product orders and delivering services.
3. The Customer is responsible for ensuring the availability of sufficiently large elevators for pallets or platform trolleys, suitable for transporting the delivered products without obstruction to the place of installation or assembly.
4. The Customer must grant Komoder, or someone acting on its behalf, access to the installation or assembly location during the supplier's normal working hours for the execution of installation or assembly work. If installation or assembly work unexpectedly takes place outside the supplier's normal working hours, Komoder may charge the Customer a surcharge on the price, as customarily applied by Komoder.
5. Installation will take place once an agreement on the details of the Agreement has been reached, all necessary information for the execution of the Agreement has been provided to Komoder, and any agreed (partial) payment has been received.
6. If the Customer fails to meet any obligations under the Agreement with Komoder or does not provide the necessary cooperation for the execution of the Agreement, any agreed appointment for assembly and installation will be postponed by the duration of the delay caused by the Customer’s non-compliance.
7. In the event of late delivery, Komoder will only be in default after the Customer has given Komoder written notice of default and granted Komoder a reasonable period to still fulfill its obligations toward the Customer. This reasonable period will be at least half of the originally agreed (delivery) period, but no less than 14 days.

Article 5 – Prices

1. All prices and rates communicated by Komoder are in Euros and are exclusive of VAT for Business Customers and inclusive of VAT for Private Customers, excluding shipping and/or transport costs and other applicable levies and/or charges, unless explicitly stated otherwise.
2. If shipping and/or transport costs apply, this will be clearly and timely communicated before concluding the Agreement. Additionally, these costs will be specified in the quotation.
3. Komoder is entitled to request an advance payment from the Customer before executing the Agreement. Advance payments must be made within the specified deadlines and are capped at a maximum of 50% of the purchase amount.
4. Komoder is entitled to periodically invoice the Customer for the due price and costs.
5. Komoder is free to increase the fixed fee (for example, for renting a moving lift) if, during the execution of the Agreement, it becomes apparent that the agreed or expected workload was not properly estimated, and this miscalculation was not due to Komoder’s fault. Furthermore, it would be unreasonable to expect Komoder to perform the work at the initially agreed rate.
6. Contrary to paragraph 1, Komoder may offer Products or services with variable prices if they are subject to fluctuations in the financial market beyond Komoder’s control. This dependency on fluctuations and the fact that any stated prices are indicative will be mentioned in the offer.
7. Delivery and installation are included in the sales prices within the standard delivery area. For deliveries outside this area, additional costs will be charged depending on the product and delivery address.
8. The prices stated in the Quotation apply only if the entire offer in the Quotation (Products and/or services) is purchased. The Customer cannot select only a portion of the offer while expecting the quoted prices to remain applicable.
9. All prices are subject to printing and typographical errors. Komoder accepts no liability for the consequences of such errors. In the event of printing or typographical errors, Komoder is not obliged to supply the Product at the incorrect price.

Article 6 – Payment

1. Payment by a Private Customer must be made no later than on the day of delivery, in a manner specified by Komoder, in the currency invoiced, unless otherwise agreed. Objections to the invoice amount do not suspend the payment obligation.
2. Payment by a Private Customer from abroad (e.g., Belgium, Luxembourg, and Germany) must be made no later than 3 days before delivery, in a manner specified by Komoder, in the currency invoiced, unless otherwise agreed. Objections to the invoice amount do not suspend the payment obligation.
3. Payment by a Business Customer must be made within 30 days of the invoice date, in a manner specified by Komoder, in the currency invoiced, unless otherwise agreed. Objections to the invoice amount do not suspend the payment obligation.
4. The Customer is required to immediately notify Komoder of any inaccuracies in the provided or specified payment details.
5. The ownership of the products to be delivered will only transfer to the Customer once the full amount due has been received by Komoder.
6. Only payments made to Komoder are considered valid and will discharge the debt.
7. If the execution of the Agreement extends over a period longer than one month, Komoder may invoice the Customer for work carried out during that period.
8. Payments will first be applied to any due interest and costs, and secondly to the outstanding invoices that have been open the longest, even if the Customer specifies that the payment is for a later invoice.
9. If the Customer fails to make payment within the term specified in paragraph 1/2, the Customer is automatically in default. In this case, the Customer owes interest at the applicable statutory interest rate. The interest on the outstanding amount will be calculated from the moment the Customer is in default until the full amount is paid.
10. In the event of liquidation, bankruptcy, seizure, or suspension of payments by the Customer, Komoder’s claims against the Customer become immediately due and payable.
11. All judicial and extrajudicial (collection) costs incurred by Komoder due to the Customer’s failure to comply with their obligations under this article shall be borne entirely by the Customer. The fee for extrajudicial costs is fixed at 15% of the due principal amount, including VAT and interest (with a minimum of €500 per claim), unless Komoder can demonstrate that higher costs have been incurred. The fixed fee will be due from the moment the Customer is in default and will be charged without further proof.

Article 7 – Rights and Obligations of the Customer

1. Before and during the execution of the Agreement, the Customer is and remains obligated to provide Komoder with all necessary information and to continue providing any required cooperation, of which the Customer knows or should know that this information and/or cooperation is relevant or could be relevant for the correct and smooth execution of the Agreement. The Customer ensures that the provided information is accurate and complete and indemnifies Komoder against any claims from third parties arising from the inaccuracy and/or incompleteness of this information. Komoder treats the information provided by the Customer confidentially and only shares it with third parties to the extent necessary for the execution of the Agreement.
2. The Customer must ensure that Komoder has access to the site or space where the work needs to be performed in a timely manner. Furthermore, the Customer must provide all necessary cooperation to enable, among other things (but not limited to), the delivery, storage, and/or removal of materials and/or tools.

Article 8 – Rights and Obligations of Komoder

1. Komoder will make efforts to ensure proper and high-quality installation of the massage chairs and will execute the Agreement to the best of its knowledge and ability.
2. The aforementioned obligation is a best-effort obligation and explicitly not a result obligation, unless the Parties have expressly agreed otherwise in writing.
3. Komoder is entitled to use the name and logo of the Business Customer as a reference and/or as a customer case.
4. Komoder is entitled to involve third parties in the execution of the installation of the massage chairs. The Customer will be informed of this in advance by Komoder. When engaging third parties, Komoder will always exercise due care. If the third parties limit their liability for the services provided, Komoder is authorized to accept this liability limitation on behalf of the Customer.

Article 9 – Deadlines

1. The agreed deadlines are never considered strict deadlines. If Komoder fails to fulfill its obligations or does not fulfill them on time, the Customer must notify Komoder in writing and allow a reasonable period for them to still fulfill their obligations.
2. The Business Customer is never entitled to compensation if deadlines are exceeded.
3. If it turns out to be impossible to deliver the agreed performance or ordered Products (in the agreed manner) to the Customer or for these Products not to be collected due to a cause in the Customer’s risk sphere, Komoder may store these Products and/or items purchased for the performance of the Agreement at the Customer’s cost and risk. The Customer will then allow Komoder, within a reasonable period set by Komoder, to deliver the performance or Products, or to collect the Products.
4. If the Customer fails to fulfill their obligations after the aforementioned reasonable period, they will be in default immediately. Komoder may then, by written statement, fully or partially terminate the Agreement, sell the Products to third parties, and destroy any documents produced, without being liable for any damage, costs, or interest. This does not affect the Customer’s obligation to compensate any (storage) costs, damages, and lost profits of Komoder and/or Komoder’s right to still demand performance.

Article 10 – Transport by a Third Party

1. Komoder may provide transport for the Products to be delivered if the Customer does not arrange transportation themselves. The costs of this transport are fully borne by the Customer.
2. The risk for the Products to be delivered passes to the Customer when the Products leave Komoder's warehouse.
3. Komoder is never liable for transport delays or the damage resulting from them.

Article 11 – Delivery and Delivery Time

1. After the conclusion of the Agreement and the resulting obligations of the Customer, Komoder will proceed to deliver the services and/or Products as stated in the Agreement as soon as possible.
2. The delivery time to be applied by Komoder will be determined in consultation with the Customer.
3. An agreed-upon delivery time in the context of the execution of the Agreement is not a strict deadline, unless explicitly agreed otherwise in writing. Komoder will not be in default until it has been notified in writing after the aforementioned period has expired and a reasonable term for fulfillment has passed without action. A term will, in any case, be extended by the time in which the execution of the Agreement has been hindered due to the actions of the Customer.
4. If Komoder is in default due to circumstances attributable to it, the Customer is solely entitled to cancel the Agreement, without being entitled to any compensation or reimbursement, other than the refund of amounts already paid to Komoder for Products and/or services to be delivered by Komoder.

Article 12 – Right of Withdrawal for Products (Private Customer)

1. When purchasing Products at a distance, the Private Customer has the option to terminate the agreement without giving any reason and free of charge within 14 days. This reflection period starts the day after:
   
   • The Private Customer or a representative designated by the Private Customer and communicated to Komoder receives the Product;
   • The Private Customer receives the last Product if the Private Customer has ordered multiple products in the same order that are delivered separately;
   • The Private Customer receives the last shipment if the delivery of the product consists of multiple shipments or parts;
   • The Private Customer receives the first item if the Agreement involves the regular delivery of goods over a certain period;
2. During the reflection period, the Private Customer must handle the Product and its packaging with care. The Product may only be unpacked or used to the extent necessary to assess whether the Customer wants to keep the product. The general rule is that the Private Customer may handle and inspect the product as they would be allowed to do in a store. If the Private Customer exercises the right of withdrawal, they must return the Product, along with all supplied accessories, and – if reasonably possible – in its original condition and packaging, following the reasonable and clear instructions provided by Komoder.
3. If the Private Customer wishes to exercise their right of withdrawal, they must notify Komoder within 14 days after receiving the Product as described in paragraph 1. After the Private Customer has notified Komoder of their intention to withdraw, the Product must be returned within 14 days. The Private Customer must provide proof that the delivered Products have been returned on time, such as a proof of shipment.
4. If the Private Customer does not notify Komoder within the term mentioned in paragraph 3 of their intention to exercise the right of withdrawal or does not return the product to Komoder, the purchase agreement remains in effect.
5. The Private Customer is liable for a reduction in value of the Product if they have acted contrary to what is stated in paragraph 2.
6. The Private Customer is not liable for any reduction in value of the Product if Komoder has not provided all legally required information about the right of withdrawal before or when concluding the agreement.

Article 13 – Costs of Withdrawal (Private Customer)

1. If the Private Customer exercises their right of withdrawal, the costs of €200,- (including VAT) for returning the product will be borne by the Private Customer.
2. If the Private Customer has made a payment, Komoder will refund this amount as soon as possible, but no later than 14 days after the withdrawal, provided that the Product has already been received by Komoder or conclusive proof of complete return can be provided. The refund will be made via the same payment method used by the Private Customer, unless the Private Customer explicitly agrees to a different payment method.
3. In case of damage to the Product due to careless handling (by the Private Customer), the Private Customer is liable for any reduction in the value of the Product.

Article 14 – Complaints

1. If the Customer has a complaint regarding the services and/or Products provided by Komoder, the Customer must submit the complaint in writing to Komoder within 5 days of discovery, but no later than 14 days after receipt by the Customer.
2. A complaint regarding a received invoice must be made in writing to Komoder within 7 days of the invoice date, stating the nature and grounds of the complaint.
3. Complaints submitted to Komoder will be answered within 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, Komoder will respond within 14 days with an acknowledgment of receipt and an indication of when the Customer can expect a more detailed response.
4. In the case of complaints, the Customer must first address them to Komoder.
5. A complaint does not suspend the Customer's obligations (including, but not limited to, payment), unless Komoder explicitly indicates otherwise in writing.
6. No complaints can be made about:
   
   • Imperfections or characteristics of products made from natural materials, if these imperfections or characteristics are inherent to the nature of the materials;
   • Minor color variations;
   • Products that have been altered in nature and/or composition or entirely or partially worked or processed after being received by the Customer;
7. If a complaint about services and/or delivered products is justified, the Customer will allow Komoder the opportunity to provide the services and/or products within a reasonable period as originally agreed. If a justified complaint is not resolved within a reasonable period, Komoder will only be liable within the limits of Article 16 (Liability).
8. If Komoder determines that a complaint is unjustified, any costs incurred as a result (including investigation costs) will be borne by the Customer

Article 15 – Product Recall

1. In exceptional cases, Komoder may recall a delivered Product if it is found to have a technical defect or has been manufactured with an incorrect raw material that could pose health risks; in such cases, the Customer is obligated to cooperate, and Komoder will provide a replacement or repair (of a comparable Product) at no cost to the Customer, without Komoder being liable for any damages, without prejudice to the mandatory rights of the Customer. It is at Komoder's discretion to determine whether (temporarily) a comparable Product will be provided.

Article 16 – Force Majeure

1. Komoder is not obliged to fulfill any obligation towards the Customer if it is hindered from doing so due to force majeure.
2. In the event of force majeure, Komoder's obligations will be suspended in whole or in part, and the Customer can never hold Komoder accountable for fulfilling its obligations as long as the force majeure situation persists, without Komoder being liable for any form of compensation to the Customer. Force majeure is understood to include, in addition to what is defined by law and jurisprudence, situations that prevent Komoder from fulfilling its obligations and that cannot be attributed to Komoder, including: epidemics, quarantine, war (threat), riot, civil commotion, fire, water damage, frost, flooding, earthquake, strike, occupation of premises, exclusion, excessive absenteeism due to illness, government measures, equipment defects, unforeseeable delays with third parties on whom Komoder depends for the execution of the Agreement, or the circumstance that a performance critical to the execution of the agreement is not delivered, not delivered on time, or not properly delivered, including but not limited to failures in energy supply, communication breakdowns, including telecommunication failures.
3. If Komoder is unable to fulfill its obligations for more than one month due to force majeure, both parties are entitled to terminate the Agreement, without any obligation for compensation, provided that if Komoder has already partially fulfilled its obligations or can only partially fulfill its obligations when the force majeure occurs, Komoder is entitled to invoice the part already performed or the executable part separately, and the Customer is obliged to pay this invoice as if it were a separate Agreement.

Article 17 – Liability

1. Komoder accepts no liability for any damage of any nature or form in relation to any deficiencies in the services and/or products supplied by Komoder.
2. The limitation in paragraph 1 does not apply if there is intent or gross negligence on the part of Komoder.
3. If Komoder is, despite the provisions of the previous paragraphs, liable for compensation, Komoder's liability is limited to the following:
4. The amount covered by Komoder's liability insurance in the relevant case;
5. The amount, capped at the amount stated in the offer.
6. In addition to paragraph 3, Komoder is only liable for direct damage (i.e., indirect damage is excluded, unless there is intent or gross negligence). Direct damage is understood exclusively as:
7. The reasonable costs to determine the cause and extent of the damage, to the extent the determination pertains to damage as defined in these conditions;
8. Any reasonable costs incurred to bring Komoder's defective performance in line with the Agreement, to the extent such defects can be attributed to Komoder;
9. Reasonable costs incurred to prevent or limit damage, to the extent the Customer proves that these costs led to the reduction of direct damage as referred to in this article.
10. Komoder is never liable if the damage is caused by:
11. Incompetent use, use contrary to the intended purpose of the delivered items, or use contrary to instructions, advice, maintenance guidelines, etc. provided by or on behalf of Komoder;
12. Incompetent storage or maintenance of the goods;
13. Errors, incompleteness, etc. in the information provided to Komoder by or on behalf of the Customer;
14. A choice made by the Customer that deviates from what Komoder advised and/or is customary;
15. Any liability for consequential damage, such as business damage, loss of profits, or losses suffered, delay damage, and/or personal or bodily injury, is expressly excluded.
16. The Customer indemnifies Komoder from all financial consequences of claims from third parties related to the performance of its obligations under the agreement or by law.
17. Komoder is not liable for damage to, loss, or destruction of, including theft of, property belonging to the Customer that is stored by Komoder or third parties engaged by Komoder, is being processed, or being transported.
18. The above exclusions and/or limitations of Komoder’s liability also apply to Komoder’s employees, third parties engaged by Komoder, and service providers involved, as well as their personnel.

Article 18 – Retention of Title

1. All delivered and/or to be delivered Products remain the property of Komoder at all times, until the Customer has fulfilled all of its obligations.
2. The Customer is not authorized to pledge or encumber the Products that are subject to retention of title in any way.
3. The Customer is required to store and handle the Products delivered under retention of title carefully and in such a way that they are clearly identifiable as the property of Komoder.
4. The Customer agrees to insure and keep the Products delivered under retention of title insured against fire, explosion, water damage, as well as theft, and to provide the insurance policy for inspection upon Komoder's first request.
5. Komoder is entitled to reclaim the Products delivered under retention of title that are still in the possession of the Customer if the Customer fails to ensure timely payment of the invoices or is in financial difficulties or is at risk of entering such a situation. The Customer shall at all times grant Komoder free access to its property for inspection and/or for the exercise of Komoder's rights.

Article 19 – Rental of Massage Chairs

1. If Komoder enters into an agreement with the Customer for the rental of a massage chair, the rented Product remains the property of Komoder at all times. The Customer is granted only a temporary right of use for the agreed rental period.
2. The rental price is agreed upon in advance between Komoder and the Customer and applies for the agreed rental period, excluding any additional costs such as transport or installation, unless explicitly stated otherwise.
3. The rental period starts on the date of delivery of the rented Product and ends on the previously agreed end date, unless otherwise agreed in writing. If the rented Product is not returned on time or not made available for pickup on the agreed date, Komoder is entitled to continue charging the rental price until the actual return, without prejudice to the right to claim additional compensation.
4. The Customer is required to use the rented Product as a careful renter during the rental period and is liable for any damage, loss, theft, or other careless use of the Product, except for normal wear and tear.
5. The rented Product may only be used in accordance with the instructions of Komoder and may not be made available to third parties or moved to an address other than the agreed delivery address without prior written consent.
6. Upon termination of the rental agreement, the Customer is obligated to return the rented Product in good and original condition to Komoder. If Komoder is responsible for the pickup of the rented Product, the Customer must fully cooperate.
7. During the rental period, Komoder is responsible for regular maintenance of the rented Product, unless the malfunction or damage is caused by improper or careless use by the Customer. The Customer is obliged to immediately report any defects or malfunctions in writing to Komoder. If repair is necessary and not due to the Customer's fault, Komoder will provide repair or replacement free of charge.
8. Early termination of the rental agreement by the Customer is only possible if this has been explicitly agreed in writing. In that case, Komoder is entitled to charge a proportional fee for the remaining rental period or incurred costs, unless there is proven non-performance on the part of Komoder. Komoder reserves the right to terminate the rental agreement prematurely in case of abuse, damage, or failure to comply with the obligations by the Customer.

Article 20 – Personal Data

1. The Parties commit to each other to handle (personal) data of the other party or third parties in accordance with the (privacy) laws and regulations applicable to each of them at any given time regarding the processing of such (personal) data, including the General Data Protection Regulation (GDPR).

Article 21 – Suspension; Termination

1. Komoder's claims against the Customer are immediately due and payable in the following cases:
   
   • If, after the conclusion of the Agreement, circumstances come to Komoder's attention that give it good reason to fear that the Customer will not fulfill its obligations;
   • If the Customer does not, does not fully, or does not timely fulfill the obligations under the Agreement;
   • If, after a notice of default, the Customer remains negligent in fulfilling the obligations under the Agreement and/or these General Terms and Conditions within a reasonable period;
   • If at any time it appears that the Customer has provided false or incorrect personal data to Komoder, or if it appears that the Customer has entered into an Agreement under false pretenses;
   • If the Customer is declared bankrupt, is in a state of suspension of payments, has applied for bankruptcy or temporary suspension of payments, or wishes to make an arrangement with its creditors to avoid it, or if there is a seizure against the Customer, the Customer is placed under guardianship, a debt restructuring procedure for natural persons is requested for the Customer, or if they lose control over their assets or parts thereof;
   • If Komoder has indications that the Customer is abusing the products and/or installation provided by Komoder.
   • If the Customer is otherwise in default and does not fulfill their obligations under the Agreement and/or these General Terms and Conditions.
2. In the event of (potential) bankruptcy, suspension of payments, or a debt restructuring procedure, the Customer must immediately notify Komoder.
3. In the cases mentioned in paragraph 1 of this article, Komoder is entitled, without further notice of default, and without requiring judicial intervention, to immediately suspend the further performance of the Agreement and/or to terminate the Agreement in whole or in part, all while the Customer remains liable to compensate Komoder for any damage incurred, of any nature, and without prejudice to other rights entitled to Komoder.
4. Komoder is entitled to impose further terms or conditions on the Customer before continuing its services and/or activities, provided these further terms and conditions are within the framework of the agreements already made.

Article 22 – Cancellation of Agreement

1. If the Consumer Customer wishes to cancel the Agreement before or during the execution, and this occurs outside of the statutory withdrawal period, no additional costs will be charged, unless otherwise agreed.
2. If the Consumer Customer wishes to cancel the Agreement after the statutory withdrawal period has expired, this is only possible with written consent from Komoder. In that case, the Consumer Customer owes a fee of 30% of the total invoice amount, provided the cancellation occurs within one year of delivery.
3. The Consumer Customer indemnifies Komoder against any claims from third parties arising from the cancellation.
4. Cancellation of the Agreement by a Business Customer, or by a Consumer Customer in the case of custom work, is only possible in writing. In the case of cancellation of the Agreement, the following costs will be charged:
   
   • 50% of the costs for cancellation up to 7 days before the commencement of the assignment;
   • 80% of the costs for cancellation 2 days or less before the commencement of the assignment.
5. If the Offer or Agreement involves different sub-tasks, the percentages mentioned in paragraph 2 apply to each canceled (sub)task.
6. If, at the time of cancellation, Komoder's damage is greater than the cancellation costs, the Customer – upon Komoder's first request – is obliged to pay these costs to Komoder.
7. Komoder may offset the owed compensation with any amounts paid by the Customer and any counterclaims from the Customer.
8. Costs incurred by Komoder due to the resumption of deliveries and/or work are at the expense of the Customer. If the execution of the Agreement cannot be resumed after suspension, Komoder may terminate the Agreement by means of a written declaration to the Customer.

Article 23 – Expiry of Claims

1. All claims and other rights of the Customer against Komoder, including claims for compensation, expire in any case one year after the moment the Customer became aware, or reasonably should have become aware, of a fact on the basis of which the Customer can exercise these rights and/or powers against Komoder, unless otherwise specified in the Agreement.

Article 24 – Transfer of Rights and Obligations

1. The Customer is not entitled, except with prior written consent from Komoder, to transfer their rights and obligations under the Agreement or these General Terms and Conditions, in whole or in part, to third parties.

Article 25 – Amendment of Terms and Conditions

1. Komoder is entitled to amend these General Terms and Conditions unilaterally. Amendments also apply to agreements that have already been concluded. Amendments will take effect, i.e., the amended version of these General Terms and Conditions will apply between the Parties and replace any previous version, one month after notification, or on a later specified date, through written communication to the Customer or a notification on Komoder's website.

Article 26 – Applicable Law and Dispute Resolution

1. All Agreements between the Parties and these General Terms and Conditions are exclusively governed by Dutch law.
2. The Parties will make every effort to resolve a dispute through mutual consultation in the first instance.
3. Any disputes between the Parties arising from or otherwise related to any Agreement between the Parties and/or these General Terms and Conditions, which cannot be resolved through mutual consultation, will be settled by the competent court.
4. The Vienna Convention on Contracts for the International Sale of Goods does not apply.