CleanShopping B.V. trades under the names CleanShopping and CleanCarts. It is registered in the register of the Chamber of Commerce under number 89955102, and has its registered office and place of business in Monster (the Netherlands).

Article 1 - Definitions

1.      CleanShopping B.V.: the contractor and user of these general terms and conditions.

2.      Customer: the other party of CleanShopping B.V., the client, the customer, the person (legal or natural person) with whom CleanShopping B.V. has entered into an agreement.

3.      Parties: CleanShopping B.V. and customer jointly.

4.      Agreement: the agreement between CleanShopping B.V. and the customer.

Article 2 - Applicability of general terms and conditions

1.      These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of CleanShopping B.V. 

2.      The parties may only deviate from these terms and conditions 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.

Article 3 - Offers and tenders.

1.      CleanShopping B.V.'s offers and quotations are without obligation unless expressly stated otherwise therein.

2.      An offer or quotation shall be valid for a maximum of 1 month (and while stocks last) unless another acceptance period is stated in the offer or quotation.

3.      If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.

4.      Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed to this in writing.

Article 4 - Acceptance

1.      Upon acceptance of an offer or quotation without engagement, CleanShopping B.V. reserves the right to withdraw the offer or quotation within 3 days of receipt of the acceptance (for whatever reason and without giving reasons), without the customer being able to derive any rights from this. 

2.      Verbal acceptance by the customer shall bind CleanShopping B.V. only after the customer has confirmed it in writing (or electronically).

Article 5 - Prices and Rates.

1.      All prices charged by CleanShopping B.V. are in Euros, are exclusive of VAT and exclusive of any other costs such as other taxes, administration costs, levies, import duties, insurance, packaging, travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise between the parties.

2.      All prices used by CleanShopping B.V. for its products or services on its website, in e-mail correspondence or otherwise made known, CleanShopping B.V. may change at any time. 

3.      Increases in the cost prices of products or parts thereof which CleanShopping B.V. could not foresee at the time of making the offer or concluding the agreement may result in price increases.

4.      The Customer is entitled to terminate an agreement as a result of a price increase as referred to in paragraph 3 of this article, unless the increase is the result of a statutory regulation or otherwise follows from governmental/European policy.

5.      The price relating to a service and/or delivery shall be determined by CleanShopping B.V. on the basis of the actual hours spent / number of items.

6.      The price shall be calculated in accordance with CleanShopping B.V.'s established (hourly) rates and unit prices valid for the period in which it performs the work and/or supplies, unless a different rate or price has been agreed.

7.      If the parties have agreed a total amount for a service and/or delivery by CleanShopping B.V., this is always a guide price unless the parties have expressly agreed in writing on a fixed price from which no deviation can be made.

8.      CleanShopping B.V. is entitled to deviate up to 10% of the guide price.

9.      If the guide price is more than 10% higher CleanShopping B.V. must inform the customer in a timely manner why a higher price is justified.

10.      If the guide price is more than 10% higher than the guide price the customer has the right to cancel that part of the order which exceeds the guide price increased by 10%.

11.      CleanShopping B.V. has the right to adjust the prices according to reasonableness and fairness, considering price index, factory and supplier prices and other cost price factors. 

12.      CleanShopping B.V. has its rates transparent and can be requested by the customer at any time by means of a quotation.

13.      The Customer has the right to terminate the agreement with CleanShopping B.V. if he/she does not agree with the price increase. Customer must notify CleanShopping B.V. in advance, namely 4 weeks before the first scheduled appointment for the service to be provided by CleanShopping B.V..

Article 6 - Payments and term of payment

1.      CleanShopping B.V. may require a down payment of up to 50% of the agreed amount when entering into the agreement. 

2.      The customer shall pay (the remainder of the) payments in arrears within 14 days after delivery of the service and/or product.

3.      Payment deadlines are regarded as fatal payment deadlines. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he/she is legally in default without CleanShopping B.V. having to send a written reminder or declare the customer in default. 

4.      CleanShopping B.V. reserves the right to make a delivery conditional upon immediate payment or to require security for the total amount of the services and/or products.

Article 7 - Consequences of not paying on time

1.      If the customer fails to pay within the agreed period CleanShopping B.V. is entitled to charge interest of 1% per month (unless the statutory interest rate or statutory commercial interest rate is higher, in which case the highest interest rate applies) from the date the customer is in default, whereby part of a month is counted as a whole month.

2.      If the customer is in default, he/she shall also owe CleanShopping B.V. extrajudicial collection costs and any damages.

3.      The collection costs shall be calculated in accordance with the Compensation for Extrajudicial Collection Costs Decree. 

4.      All judicial and extrajudicial costs to be incurred shall be borne by the customer. The judicial costs include all actual costs of legal and procedural assistance incurred during legal proceedings.

5.      If the customer fails to pay on time, CleanShopping B.V. may suspend its obligations to the customer until the customer has fulfilled his payment obligation. 

6.      In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, CleanShopping B.V.'s claims against the customer shall become immediately due and payable. 

7.      If the customer refuses to cooperate or cooperate insufficiently in the execution of the agreement by CleanShopping B.V., he/she shall still be obliged to pay CleanShopping B.V. the agreed price.

Article 8 - Right of complaint

1.      As soon as the customer is in default, CleanShopping B.V. is entitled to invoke the right of complaint with respect to the unpaid products delivered to the customer.

2.      CleanShopping B.V. shall invoke the right of complaint by means of a written or electronic communication.

3.      As soon as the customer has been notified of the invoked right of complaint, the customer must immediately return the products to which this right relates to CleanShopping B.V., unless the parties agree otherwise. 

4.      The costs of returning the products shall be borne by the customer.

Article 9 - Right of Suspension.

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

Article 10 - Right of retention

1.      CleanShopping B.V. may invoke its right of retention and in that case retain products of the customer until the customer has paid all outstanding bills against CleanShopping B.V. unless the customer has provided adequate security for those costs.

2.      The right of retention shall also apply by virtue of previous agreements under which the customer still owes CleanShopping B.V. payments.

3.      CleanShopping B.V. shall never be liable for any damages the customer may suffer as a result of the exercise of its right of retention.

Article 11 - Settlement

In the event the customer is also a supplier of CleanShopping B.V., the customer waives his right to set off a debt to CleanShopping B.V. against a claim against CleanShopping B.V.

Article 12 - Retention of title

1.      CleanShopping B.V. remains the owner of all products delivered until the customer has completely fulfilled all his payment obligations towards CleanShopping B.V., under any agreement concluded with CleanShopping B.V., including claims for failure to perform.

2.      Until such time CleanShopping B.V. may invoke its retention of title and repossess the products/items.

3.      Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.

4.      If CleanShopping B.V. invokes its retention of title, the agreement shall be deemed to be terminated and CleanShopping B.V. shall be entitled to claim damages, lost profits and interest from the customer.

Article 13 - Delivery

1.      The customer is obliged to accept the services and/or products at the moment that CleanShopping B.V. will carry out, deliver or have them delivered to him/her, or at the moment at which they are made available to him/her in accordance with the agreement or arrangement.

2.      Delivery of products shall take place while stocks last.

3.      Delivery of products shall take place at the establishment of CleanShopping B.V., unless the parties have agreed otherwise.

4.      Delivery of services takes place at the customer's location, unless the parties have agreed otherwise.

5.      Delivery of products ordered online takes place at the address specified by the customer.

6.      CleanShopping B.V. is entitled to deliver the goods cash on delivery.

7.      CleanShopping B.V. is entitled but not obliged to insure the purchased products on behalf of and at the expense of the Buyer.

8.      If the agreed payment is not made or not made on time CleanShopping B.V. is entitled to suspend its obligations until the agreed payment has been made.

9.      Late payment shall constitute a creditor's default, with the consequence that the customer cannot hold a late delivery against CleanShopping B.V..

Article 14 - Delivery time

1.      The delivery times given by CleanShopping B.V. are indicative and if exceeded do not entitle the customer to dissolution or compensation unless the parties have expressly agreed otherwise in writing.

2.      The delivery period shall commence after the offer signed for agreement by the customer to CleanShopping B.V. has been confirmed to the customer by CleanShopping B.V. in writing or electronically.

3.      Failure to meet the stated delivery time shall not entitle the customer to compensation or the right to terminate the agreement unless CleanShopping B.V. is unable to deliver within 14 days of a written reminder to do so or the parties have agreed otherwise.

Article 15 - Actual delivery

The customer shall ensure that the actual delivery of the products ordered by him can take place on time.

Article 16 - Transport costs

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

Article 17 - Packaging and shipment

1.      If the packaging of a delivered product has been opened or damaged the customer must have this noted by the forwarding agent or delivery agent prior to receiving the product, this relates to defects for which CleanShopping B.V. cannot be held liable for any damage.

2.      If the customer takes care of the transport of a product himself, he shall report any visible damage to the product or packaging to CleanShopping B.V. prior to transport, this concerns defects for which CleanShopping B.V. cannot be held liable for any damage.

Article 18 - Insurance

1.      The customer undertakes to adequately insure and keep insured the following items against, inter alia, fire, explosion and water damage as well as theft:

o delivered goods/property necessary for the performance of the underlying agreement

o items/property belonging to CleanShopping B.V. which are present on the customer's premises

o goods/property delivered under retention of title.

2.      At CleanShopping B.V.'s first request the customer shall make the policy of these insurances available for inspection.

Article 19 - Custody

1.      If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.

2.      Any additional costs resulting from premature or late acceptance of products shall be borne entirely by the customer.

Article 20 - Performance of services

Although CleanShopping B.V. strives to perform all its services to the best of its ability, it bears no responsibility for this except in the case of intent or gross negligence.

Article 21 - Warranty

1.      If the parties have entered into an agreement with a service character, it contains for CleanShopping B.V. only effort obligations, no result obligations. 

2.      The warranty with respect to products applies only to defects caused by faulty manufacturing, construction or material. 

3.      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 inexpert use by the customer and third parties, as well as when the cause of the defect cannot be clearly determined.

4.      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. 

5.      Warranty period is 1 year. 

6.      The (technical) components of hygiene station are tested and matched to the composition of our disinfectant, which allows us to offer warranty. The client is free to choose other disinfectants but if these are used, the warranty will lapse because the ingredients of other agents may have adverse effects on the station.

Article 22 - Execution of the agreement

1.      CleanShopping B.V. shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 

2.      CleanShopping B.V. has the right to have the agreed services (partially) performed by third parties.

3.      The performance of the agreement shall take place in mutual consultation and after written agreement and payment of any agreed advance by the customer. 

4.      It is the responsibility of the customer that CleanShopping B.V. can begin the execution of the agreement in a timely manner and without impediments.

5.      If the customer has not ensured that CleanShopping B.V. can begin to execute the agreement in a timely manner and without hindrance, the resulting extra costs and/or extra hours shall be borne by the customer.

Article 23 - Provision of information by the customer.

1.      The customer shall make all information, data and documents relevant for the correct execution of the agreement available to CleanShopping B.V. on time and in the desired form and manner.

2.      The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.

3.      If and to the extent requested by the customer, CleanShopping B.V. shall return the documents in question.

4.      If the customer fails to provide information, data or documents reasonably requested by CleanShopping B.V., or fails to do so on time or adequately, and the performance of the agreement is delayed as a result, the resulting additional costs and additional hours shall be borne by the customer.

Article 24 - Duration of the agreement

1.      The agreement between CleanShopping B.V. and the customer is entered into for the term of 12 months, unless something else follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.

2.      If an agreement is entered into for a definite or indefinite period, a notice period of 1 month shall apply to each of the parties during the term of the agreement, and the agreement shall terminate by operation of law.

3.      If the parties have agreed a period within the term of the agreement for the completion of certain work, this is never a deadline. If this period is exceeded the customer must give CleanShopping B.V. written notice of default.

Article 25 - Intellectual Property

1.      CleanShopping B.V. retains all intellectual property rights (including copyright, patent rights, trademark rights, drawings and models, etc.) to all machines, designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.

2.      The customer may not copy, show and/or make available to third parties or otherwise use the said intellectual property rights without CleanShopping B.V.'s prior written consent.

Article 26 - Penalty clause

 1.   If the customer violates article 25 of these General Terms and Conditions, he/she shall forfeit an immediately payable penalty to CleanShopping B.V. for each violation. This penalty amounts to € 1,000.

2.   The customer shall also forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that the breach continues.

3.   The forfeiture of this fine does not require prior notice of default or legal proceedings. Nor does it require any form of damage. 

4.   Forfeiture of the penalty referred to in the first paragraph of this article shall not affect CleanShopping B.V.'s other rights, including its right to claim damages in addition to the penalty.

Article 27 - Indemnification

The customer indemnifies CleanShopping B.V. against all claims of third parties related to the products and/or services supplied by CleanShopping B.V.. 

Article 28 - Complaints

1.      The customer shall examine a product delivered or service rendered by CleanShopping B.V. for any shortcomings as soon as possible.

2.      If a delivered product or service does not conform to what the customer could reasonably expect from the agreement, the customer must inform CleanShopping B.V. as soon as possible but in any case within 8 days of discovering the deficiencies. 

3.      The customer must provide as detailed a description as possible of the shortcoming so that CleanShopping B.V. is able to respond adequately. The customer must demonstrate that the complaint relates to an agreement between the parties.

4.      If a complaint relates to work in progress this cannot in any case result in CleanShopping B.V. being obliged to perform other work than that agreed upon.

5.      If the customer is dissatisfied with the service provided by CleanShopping B.V. the customer shall notify CleanShopping B.V. as soon as possible and the parties shall make every effort to reach a solution without the intervention of third parties.

6.      If the procedure described in this article does not lead to a satisfactory solution, the customer may turn to Arbitration.

Article 29 - Notice of default

1.      The customer must give notice of default in writing to CleanShopping B.V.

2.      It is the responsibility of the customer that a notice of default actually reaches CleanShopping B.V. (on time).

Article 30 - Joint and several liability of the customer

If CleanShopping B.V. enters into an agreement in which several customers are united, each of them shall be jointly and severally liable for the agreements contained therein and the full payments they owe CleanShopping B.V. under that agreement.

Article 31 - Liability of CleanShopping B.V.

1.      CleanShopping B.V. shall only be liable for any damage suffered by the customer if and insofar as such damage is caused by CleanShopping B.V.'s intentional or deliberate recklessness in acting.

2.      If CleanShopping B.V. is liable for any damage, it shall only be liable for direct damage arising from or in connection with the performance of an agreement.

3.      CleanShopping B.V. shall never be liable for indirect damage such as consequential damage, loss of profit, missed savings or damage to or suffered by third parties.

4.      If CleanShopping B.V. is liable, this liability shall be limited to the amount paid out by a (professional) liability insurance taken out, and in the absence of (full) payment by an insurance company of the amount of damage the liability shall be limited to the (part of the) invoice amount to which the liability relates.

5.      All images, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 32 - Expiry period

Any right of the customer to compensation from CleanShopping B.V. lapses in any case 2 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Article 33 - Right of termination

1.      The customer has the right to terminate the agreement if CleanShopping B.V. fails imputably in the fulfillment of its obligations, unless such failure, given its special nature or minor importance, does not justify termination. 

2.      If the fulfillment of the obligations by CleanShopping B.V. is not permanently or temporarily impossible, then dissolution can only take place after CleanShopping B.V. is in default. 

3.      CleanShopping B.V. has the right to terminate the contract with the customer if the customer fails to fulfill his obligations under the contract fully or on time, or if CleanShopping B.V. becomes aware of circumstances which give it good reason to fear that the customer will not be able to fulfill his obligations properly.

Article 34 - Force majeure

1.      In addition to the provisions of article 6:75 of the Civil Code, a failure of CleanShopping B.V. in the fulfillment of any obligation towards the customer cannot be attributed to CleanShopping B.V. in a situation independent of the will of CleanShopping B.V., 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 cannot reasonably be required of CleanShopping B.V.. 

2.      The force majeure situation mentioned in paragraph 1 also includes, but is not limited to: state of emergency (such as (civil) war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, adverse weather conditions and work stoppages. 

3.      If a force majeure situation occurs which prevents CleanShopping B.V. from fulfilling one or more obligations to the customer, then those obligations shall be suspended until CleanShopping B.V. can fulfill them again. 

4.      From the moment a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in writing in whole or in part. 

5.      CleanShopping B.V. shall not owe any (compensation) in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Article 35 - Amendment of the agreement

If after the conclusion of the agreement for its implementation it appears necessary to modify or supplement its contents, the parties shall promptly and by mutual agreement modify the agreement accordingly.

Article 36 - Amendment of general terms and conditions

1.      CleanShopping B.V. is entitled to amend or supplement these General Terms and Conditions. 

2.      Amendments of minor importance may be made at any time. 

3.      CleanShopping B.V. shall as far as possible discuss major substantive amendments with the customer in advance.

4.      Customers are entitled to terminate the agreement in the event of a material change to the General Terms and Conditions.

Article 37 - Transfer of rights

1.      Rights of the customer under an agreement between the parties cannot be transferred to third parties without CleanShopping B.V.'s prior written consent.

2.      This provision is deemed to be a clause with effect under property law as referred to in article 3:83, paragraph 2, Civil Code. 

Article 38 - Consequences of nullity or voidability

1.      If one or more provisions of these general conditions prove to be void or voidable, this shall not affect the other provisions of these conditions. 

2.      A provision which is void or voidable shall in that case be replaced by a provision which comes closest to what CleanShopping B.V. had in mind when drafting the terms and conditions.

Article 39 - Applicable law and competent court

1.      Any agreement between the parties shall be governed exclusively by Dutch law. 

2.      Any dispute between the customer and CleanShopping B.V. shall be submitted to the District Court of The Hague, place of session The Hague, unless otherwise required by mandatory law.

Drawn up/amended on 14 February 2024.