1. HappyBear Diapers: HappyBear Diapers B.V., established in Hengelo under KvK no. 82562776.
  2. Customer: the person with whom HappyBear Diapers has entered into an agreement.
  3. Parties: HappyBear Diapers and customer together.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of HappyBear Diapers.
  2. The parties may deviate from these terms and conditions only if they have expressly agreed to do so in writing.
  3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the customer or third parties.

Prices

  1. All prices used by HappyBear Diapers are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed upon otherwise.
  2. All prices charged by HappyBear Diapers for its products, on its website or otherwise made known, HappyBear Diapers may change at any time.
  3. Increases in cost prices of products or parts thereof, which HappyBear Diapers could not foresee at the time of making the offer or the conclusion of the agreement, may result in price increases.

Samples and models

If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products to be delivered correspond to the sample or model.

Payments and payment period

  1. The customer must make payments in advance. Customers can choose different payment methods for this purpose (see: Payment methods).
  2. Payment terms are considered to be deadlines for payment. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he is legally in default without HappyBear Diapers having to send the customer a reminder or a notice of default.
  3. HappyBear Diapers reserves the right to make a delivery contingent upon immediate payment or require a security deposit for the total amount of the services or products.

Consequences of not paying on time

The following provisions apply only if the customer is allowed to pay by invoice:

  1. If the customer does not pay within the agreed term, HappyBear Diapers is entitled to charge the legal interest rate of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted as a whole month.
  2. When the customer is in default, he will also owe extrajudicial collection costs and possible damages to HappyBear Diapers.
  3. Collection costs are calculated according to the Compensation for Extrajudicial Collection Costs Decree.
  4. If the customer fails to pay on time, HappyBear Diapers may suspend its obligations until the customer has fulfilled his payment obligation.
  5. In case of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, HappyBear Diapers' claims against the customer are immediately due and payable.
  6. If the customer refuses to cooperate with HappyBear Diapers' execution of the agreement, he is still obliged to pay HappyBear Diapers the agreed price.

Right of advertising

  1. As soon as the customer is in default, HappyBear Diapers is entitled to invoke the right of claim with respect to the unpaid products delivered to the customer.
  2. HappyBear Diapers invokes the right of claim by written or electronic notice.
  3. Once the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to HappyBear Diapers, unless the parties agree otherwise.
  4. The cost of retrieving or bringing back the products shall be borne by the customer.

Suspension right

Unless the customer is a consumer, the customer waives the right to suspend performance of any obligation arising from this agreement.

Lien

  1. HappyBear Diapers may invoke its right of retention and, in that case, hold products of the customer until the customer has paid all outstanding bills against HappyBear Diapers, unless the customer has provided adequate security for those costs.
  2. The lien also applies under prior agreements from which the customer still owes payments to HappyBear Diapers.
  3. HappyBear Diapers shall never be liable for any damages that the customer may suffer as a result of exercising his lien.

Settlement

Unless the customer is a consumer, the customer waives its right to set off any debt owed to HappyBear Diapers against any claim against HappyBear Diapers.

Retention of title

  1. HappyBear Diapers remains the owner of all delivered products until the customer has fully satisfied all of his payment obligations to HappyBear Diapers under any agreement entered into with HappyBear Diapers, including claims of default.
  2. Until such time, HappyBear Diapers may invoke its retention of title and repossess the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
  4. If HappyBear Diapers invokes its retention of title, the agreement shall be deemed to be dissolved and HappyBear Diapers shall be entitled to claim damages, lost profits and interest.

Delivery

  1. Delivery will take place while supplies last.
  2. Delivery of ordered products takes place at the address specified by the customer.
  3. If the agreed amounts are not paid or not paid on time, HappyBear Diapers is entitled to suspend its obligations until the agreed part is still paid.
  4. Late payment constitutes creditor default, with the result that the customer cannot hold a late delivery against HappyBear Diapers.

Delivery time

  1. The delivery times given by HappyBear Diapers are indicative and when exceeded do not entitle the customer to rescission or damages, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time starts when the customer has fully completed the (electronic) ordering process and has received a (electronic) confirmation thereof from HappyBear Diapers.
  3. Exceeding the stated delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless HappyBear Diapers is unable to deliver within 14 days after written notice or the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in a timely manner.

Transportation costs

Transportation costs shall be borne by the customer unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product has been opened or damaged, the customer, before taking delivery of the product, must have a note made of this by the forwarding or delivery person, failing which HappyBear Diapers cannot be held responsible for any damage.
  2. If the customer takes care of transportation of a product himself, he must report any visible damage to products or packaging to HappyBear Diapers prior to transportation, failing which HappyBear Diapers cannot be held liable for any damage.

Retention

  1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality shall be borne entirely by the customer.
  2. Any additional costs resulting from premature or delayed purchase of products shall be borne entirely by the customer.

Warranty

  1. The warranty with respect to products applies only to defects caused by faulty manufacture, construction or material.
  2. The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
  3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the time they are legally and/or actually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

Indemnification

The customer indemnifies HappyBear Diapers against all third party claims related to the products and/or services provided by HappyBear Diapers.

Complaints

  1. The customer shall examine a product supplied or service rendered by HappyBear Diapers for any defects as soon as possible.
  2. If a product delivered or service rendered does not meet what the customer could reasonably expect from the agreement, then the customer should inform HappyBear Diapers as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
  3. The customer shall provide as detailed a description of the shortcoming as possible, so that HappyBear Diapers is able to respond adequately.
  4. The customer must show that the complaint relates to an agreement between the parties.
  5. In any case, if a complaint relates to work in progress, this may not result in HappyBear Diapers being held to perform work other than that agreed upon.

Notice of default

  1. The customer must give written notice of default to HappyBear Diapers.
  2. It is the responsibility of the customer that a notice of default actually reaches HappyBear Diapers (in a timely manner).

Joint and several liability customer

If HappyBear Diapers enters into an agreement with multiple customers, each is jointly and severally liable for the full amounts owed to HappyBear Diapers under that agreement.

Liability HappyBear Diapers

  1. HappyBear Diapers shall only be liable for any damage suffered by the customer if and insofar as such damage was caused by intentional or deliberate recklessness.
  2. If HappyBear Diapers is liable for any damages, it shall only be liable for direct damages arising out of or in connection with the performance of an agreement.
  3. HappyBear Diapers shall never be liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.
  4. In case HappyBear Diapers is liable, this liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the amount of damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
  5. All illustrations, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be grounds for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Due date

Any right of the customer to compensation from HappyBear Diapers expires in any case 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 Civil Code.

Right of rescission

  1. The customer has the right to dissolve the agreement when HappyBear Diapers imputably fails to fulfill its obligations, unless such failure, given its special nature or minor importance, does not justify the dissolution.
  2. If the fulfillment of the obligations by HappyBear Diapers is not permanently or temporarily impossible, then dissolution can only take place after HappyBear Diapers is in default.
  3. HappyBear Diapers is entitled to terminate the agreement with the customer, if the customer does not fulfill his obligations under the agreement in full or in a timely manner, or if HappyBear Diapers has knowledge of circumstances which give him good reason to fear that the customer will not be able to fulfill his obligations properly.

Force majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of HappyBear Diapers in the fulfillment of any obligation towards the customer can not be attributed to HappyBear Diapers in a situation independent of the will of HappyBear Diapers, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations can not reasonably be required of HappyBear Diapers.
  2. The force majeure situation mentioned in paragraph 1 also includes - but is not limited to - the following: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, delivery companies or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather conditions and work interruptions.
  3. If a force majeure situation arises which prevents HappyBear Diapers from fulfilling 1 or more obligations to the customer, those obligations will be suspended until HappyBear Diapers can fulfill them again.
  4. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may rescind the contract in writing in whole or in part.
  5. HappyBear Diapers is not liable for any (compensation) in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Modification of the agreement

  1. If after the conclusion of the agreement for its execution it appears necessary to modify or supplement its content, the parties shall promptly and by mutual agreement adjust the agreement accordingly.
  2. The preceding paragraph does not apply to products purchased from a physical store.

Modification of general terms and conditions

  1. HappyBear Diapers is entitled to amend or supplement these terms and conditions.
  2. Changes of minor importance may be made at any time.
  3. Major substantive changes will be discussed by HappyBear Diapers with the customer in advance whenever possible.

Transfer of Rights

  1. Customer's rights from an agreement between the parties cannot be transferred to third parties without the prior written consent of HappyBear Diapers.
  2. This provision counts as a clause with property law effect as referred to in Article 3:83, paragraph 2, Civil Code.

Consequences of nullity or voidability

  1. Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the remaining provisions of these terms and conditions.
  2. Any provision that is void or voidable shall in such case be replaced by a provision that comes closest to what HappyBear Diapers intended when drafting the terms and conditions on that point.

Applicable law and competent court

  1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
  2. The Dutch court in the district where HappyBear Diapers is located/practicing/office is exclusively competent to take cognizance of any disputes between the parties, unless otherwise required by mandatory law.

Retrieved July 25, 2024.

Shortcut menu

  • General conditions
  • Delivery
Shopping Cart