Laesera General Terms and Conditions
Email: support@laesera.com
Website: https://laesera.com
VAT number: NL867955521B01

This is an English translation of the Dutch general terms and conditions of Laesera, provided for your convenience. In the event of any discrepancy between the English and the Dutch version, the Dutch version prevails.

Article 1 - Definitions

1. Laesera: Threefold Commerce V.O.F., established in Zoetermeer, Chamber of Commerce number 97217840.
2. Customer: the party with whom Laesera has entered into an agreement.
3. Parties: Laesera and the Customer together.
4. Consumer: a Customer who is also an individual and who acts in a private capacity.

Article 2 - Applicability

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Laesera.
2. Laesera and the Customer may only depart from these terms and conditions where this has been agreed in writing.
3. Laesera and the Customer expressly exclude the applicability of the general terms and conditions of the Customer or of any third party.

Article 3 - Prices

1. Laesera applies prices in euros, including VAT and excluding any other costs such as administration or shipping costs, unless otherwise agreed in writing.
2. Laesera may at any time change the prices of its services and products on its website and in other communications.
3. Increases in the cost prices of products or parts thereof that Laesera could not have foreseen at the time the offer was made or the agreement was concluded may give rise to price increases.
4. The Consumer has the right to cancel an agreement because of a price increase as referred to in paragraph 3, unless the increase results from a statutory provision.

Article 4 - Samples and models

1. Where the Customer has received a sample or model of a product, no rights may be derived from it other than that it is an indication of the nature of the product, unless it has been agreed in writing that the products to be delivered will correspond to the sample or model.

Article 5 - Payment and payment terms

1. On entering into the agreement, Laesera may require a down payment of up to 50% of the agreed amount.
2. The Customer must settle any deferred payment within [term not specified] of delivery.
3. The payment terms applied by Laesera are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term at the latest, the Customer is automatically in default, without Laesera having to send a reminder or serve a notice of default.
4. Laesera may make delivery conditional upon immediate payment or require security for the total amount of the services or products.
5. The Customer pays for products immediately in the shop.

Article 6 - Right of reclamation

1. Where the Customer is in default, Laesera may invoke its right of reclamation in respect of unpaid products delivered to the Customer.
2. Laesera exercises its right of reclamation by written or electronic notice to the Customer.
3. As soon as the Customer has been notified that the right of reclamation has been invoked, the Customer must return the products concerned to Laesera immediately, unless otherwise agreed in writing.
4. The Customer bears the costs of collecting or returning the products referred to in paragraph 3.

Article 7 - Right of withdrawal

7.1 Effects of withdrawal
If you withdraw from the agreement, you will receive back from us all payments you have made up to that point, including delivery costs (with the exception of any additional costs arising from your choice of a delivery method other than the cheapest standard delivery offered by us), without undue delay and in any event no later than 14 days after we have been informed of your decision to withdraw from the agreement.

We will refund you using the same means of payment you used for the original transaction, unless you have expressly agreed otherwise; in any case you will not be charged any fees for such a refund. We may withhold the refund until we have received the goods back, or until you have provided proof that you have returned the goods, whichever comes first.

7.2 Returns

You must return or hand over the goods to us without undue delay and in any event no later than 14 days from the day on which you notified us of your decision to withdraw from the agreement.

The deadline is met if you send the goods back before the period of 14 days has expired.

You bear the direct cost of returning the goods.

7.3 Diminished value

You are only liable for any diminished value of the goods resulting from handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

7.4 Exclusion of the right of withdrawal

The right of withdrawal does not apply to the following agreements:

• the supply of services after the service has been fully performed, provided that performance began with the express prior consent of the Consumer and with the acknowledgement that they will lose their right of withdrawal once the trader has fully performed the agreement;
• the supply of goods or services where the price depends on fluctuations in the financial market that the trader cannot control and that may occur within the withdrawal period;
• the supply of goods made to the Consumer’s specifications or clearly personalised;
• the supply of goods that are liable to deteriorate or expire rapidly;
• the supply of sealed goods that are not suitable for return for reasons of health protection or hygiene and that were unsealed after delivery;
• the supply of goods that, after delivery and by their nature, are inseparably mixed with other items;
• the supply of alcoholic beverages whose price was agreed at the time the purchase agreement was concluded, where delivery can only take place after 30 days and whose actual value depends on market fluctuations the trader cannot control;
• where the Consumer has specifically requested a visit from the trader for the purpose of carrying out urgent repairs or maintenance. If, during the visit, the trader provides additional services that the Consumer specifically requested (that is, repair or maintenance), the right of withdrawal applies to those additional services or goods. Likewise, where the trader supplies goods during the visit other than the replacement parts necessary to carry out the repair or maintenance, the right of withdrawal applies to those goods;
• the supply of sealed audio or video recordings or sealed computer software that were unsealed after delivery;
• the supply of newspapers, periodicals or magazines, with the exception of subscription agreements for the supply of such publications;
• concluded at a public auction;
• concerning the provision of accommodation other than for residential purposes, transport of goods, car rental services, catering or services relating to leisure activities, where the agreement provides for a specific date or period of performance.

Article 8 - Reimbursement of delivery costs

1. Where the Consumer has withdrawn from their purchase in time and has returned the complete order to Laesera in time, Laesera will refund any shipping costs paid by the Consumer within 14 days of receiving the complete order returned in time.
2. Delivery costs are only borne by Laesera where the complete order is returned.

Article 9 - Reimbursement of return costs

1. Where the Consumer invokes their right of withdrawal and returns the complete order in time, the Customer bears the costs of doing so.

Article 10 - Right of suspension

1. Unless the Customer is a Consumer, they hereby waive the right to suspend performance of any obligation arising from this agreement.

Article 11 - Right of retention

1. Laesera may exercise its right of retention and in that case keep products belonging to the Customer until the Customer has paid all outstanding invoices from Laesera, unless the Customer has provided sufficient security for those costs.
2. The right of retention also applies on the basis of earlier agreements under which the Customer still owes money to Laesera.
3. Laesera is not liable for any damage the Customer suffers as a result of Laesera exercising its right of retention.

Article 12 - Set-off

1. Unless the Customer is a Consumer, they waive their right to set off a debt owed to Laesera against a claim on Laesera.

Article 13 - Retention of title

1. Laesera remains the owner of all delivered products until the Customer has paid all outstanding invoices from Laesera relating to an underlying agreement, including claims arising from failure to perform.
2. Until the moment referred to in paragraph 1, Laesera may exercise its retention of title and take back the goods.
3. Before title has passed to the Customer, the Customer may not pledge, sell, dispose of or otherwise encumber the products.
4. Where Laesera exercises its retention of title, the agreement is thereby cancelled and Laesera may claim compensation, lost profit and interest from the Customer.

Article 14 - Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at Laesera, unless otherwise agreed.
3. Delivery of products ordered online takes place at the address specified by the Customer.
4. Where the Customer does not pay the agreed amounts, or does not pay them on time, Laesera may suspend its obligations until the Customer pays.
5. Late payment constitutes creditor default, meaning the Customer cannot hold a delayed delivery against Laesera.

Article 15 - Delivery time

1. Laesera’s delivery times are indicative. If delivery is later, the Customer cannot derive any rights from this, unless otherwise agreed in writing.
2. The delivery time starts once the Customer has fully completed the order process and has received confirmation of this from Laesera.
3. The Customer receives no compensation and may not cancel the agreement where Laesera delivers later than agreed. The Customer may cancel the agreement where this has been agreed in writing, or where Laesera cannot deliver within 14 days after being given written notice, or where the Customer and Laesera have agreed otherwise.

Article 16 - Actual delivery

1. The Customer must ensure that actual delivery of the products they have ordered can take place on time.

Article 17 - Transport costs

1. The Customer bears the costs of transport, unless the Customer and Laesera have agreed otherwise in writing.

Article 18 - Packaging and shipping

1. Where the packaging of a delivered product is opened or damaged, the Customer must have the carrier make a note of this before accepting the product. If the Customer does not do so, they cannot hold Laesera liable for any damage.
2. Where the Customer arranges transport of a product themselves, they must report any visible damage to the products or the packaging to Laesera before transport. If the Customer does not do so, they cannot hold Laesera liable for any damage.

Article 19 - Storage

1. Where the Customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality lies entirely with the Customer.
2. Any additional costs resulting from early or late acceptance of products are borne entirely by the Customer.

Article 20 - Warranty

1. The warranty on products applies only to defects caused by faulty manufacture, faulty construction or faulty materials.
2. The warranty does not apply:
   - in the case of normal wear and tear
   - to damage caused by accidents
   - to damage caused by modifications made to the product
   - to damage caused by negligence or improper use by the Customer
   - where the cause of the defect cannot be clearly established
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the Parties passes to the Customer at the moment they are delivered legally and/or physically, or at least come into the control of the Customer or of a third party who accepts the product on the Customer’s behalf.

Article 21 - Exchanges

The Customer may exchange a purchased item. The following conditions apply:

• the exchange takes place within 14 days of purchase and the Customer can present the original invoice
• the product is returned in its original packaging with the original price tag still attached
• the product has not yet been used

Discounted items, perishable products, made-to-measure items or items specially adapted for the Customer cannot be exchanged.

Article 22 - Indemnification

1. The Customer indemnifies Laesera against all third-party claims relating to the products and/or services supplied by Laesera.

Article 23 - Complaints

1. The Customer must examine a product delivered or a service provided by Laesera as soon as possible for any defects.
2. Where a delivered product or a service provided does not correspond to what the Customer could reasonably expect, the Customer must notify Laesera within 1 month of identifying the defect.
3. A Consumer must notify Laesera no later than 2 months after identifying the defect.
4. In doing so, the Customer gives as detailed a description of the defect as possible, so that Laesera can respond appropriately.
5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and Laesera.
6. Where a complaint concerns work in progress, the Customer cannot require Laesera to carry out work other than what was agreed.

Article 24 - Notice of default

1. The Customer must give any notice of default to Laesera in writing.
2. The Customer is responsible for ensuring that their notice of default actually reaches Laesera in time.

Article 25 - Liability of the Customer

1. Where Laesera enters into an agreement with more than one Customer, each of them is jointly and severally liable for performance of the arrangements in that agreement.

Article 26 - Liability of Laesera

1. Laesera is only liable for damage suffered by the Customer where that damage was caused by intent or wilful recklessness.
2. Where Laesera is liable for damage, this applies only to direct damage relating to the performance of an underlying agreement.
3. Laesera is not liable for indirect damage, such as consequential loss, lost profit or damage to third parties.
4. Where Laesera is liable, that liability is limited to the amount paid out under any (professional) liability insurance taken out. If no insurance has been taken out or no amount is paid out, liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings and descriptions on the website or in a catalogue are indicative only and cannot give rise to any compensation, termination or suspension.

Article 27 - Limitation period

1. Any right of the Customer to compensation from Laesera lapses 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 28 - Termination

1. The Customer may cancel the agreement where Laesera attributably fails to perform its obligations, unless the failure does not justify termination because of its particular nature or minor significance.
2. Where performance of the obligations by Laesera is still possible, termination can only take place after Laesera is in default.
3. Laesera may cancel the agreement with the Customer where the Customer does not fully or timely perform their obligations under the agreement, or where Laesera has become aware of circumstances giving it good reason to assume that the Customer will not perform their obligations.

Article 29 - Force majeure

1. In addition to Article 6:75 of the Dutch Civil Code, a failure by Laesera cannot be attributed to Laesera by the Customer where there is force majeure.
2. The force majeure situation referred to in paragraph 1 includes, among other things:
   - a state of emergency such as civil war or natural disaster
   - non-performance or force majeure on the part of suppliers, couriers or others
   - power, electricity, internet, computer or telecommunications failures
   - computer viruses
   - strikes
   - government measures
   - transport problems
   - poor weather conditions
   - work stoppages
3. Where a force majeure situation arises that prevents Laesera from performing 1 or more obligations towards the Customer, those obligations are suspended until Laesera is able to perform them.
4. From the moment a force majeure situation has lasted at least 30 calendar days, both the Customer and Laesera may cancel the agreement in writing, in whole or in part.
5. In a force majeure situation Laesera does not have to pay any compensation to the Customer, even where Laesera benefits from it.

Article 30 - Amendment of the agreement

1. Where it is necessary for its performance to amend a concluded agreement, the Customer and Laesera may adjust the agreement. This does not apply to products the Customer purchased in a physical shop.

Article 31 - Amendment of these terms and conditions

1. Laesera may amend these general terms and conditions.
2. Laesera may always implement amendments of minor importance.
3. Laesera will discuss substantial amendments with the Customer in advance wherever possible.
4. A Consumer may terminate the underlying agreement in the event of a substantial amendment to the general terms and conditions.

Article 32 - Transfer of rights

1. The Customer cannot transfer rights under an agreement with Laesera to others without Laesera’s written consent.
2. This provision has effect under property law as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 33 - Consequences of nullity or voidability

1. Where 1 or more provisions of these general terms and conditions prove to be null and void or voidable, this does not affect the remaining provisions of these terms and conditions.
2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what Laesera had in mind on that point when drawing up the terms and conditions.

Article 34 - Applicable law and competent court

1. These general terms and conditions and any underlying agreement between the Customer and Laesera are governed by Dutch law.
2. The court in the district where Laesera is established has exclusive jurisdiction to hear any disputes between the Customer and Laesera, unless the law provides otherwise.

Drawn up on 3 June 2024.