Definitions
1.1 In these terms and conditions, the following definitions shall apply:
“Client": the natural person or legal entity with whom BellySisters enters into an agreement for the provision of services and sale of products;
“Service Provision": The production of pregnancy figures and related figures by BellySisters, all in the broadest sense of the word;
"Products": The goods sold by BellySisters to the Customer;
"Agreement": The agreement between BellySisters and the Customer for (i) the performance of Service Provision or (ii) the sale and delivery of Products by BellySisters to the Customer;
“BellySisters": BellySisters DK ApS, located at (2300) København S, Richard Mortensensvej 65 st T1 and registered in Det centrale virksomhedsregister (CVR) under number: 43856316;
"Request": a request from a Customer for Service and/or delivery of Products.
2. Applicability
2.1 These general terms and conditions apply to all offers, legal relationships, assignments and agreements of BellySisters, including agreements in which BellySisters sells and delivers products directly or through intermediaries, or any agreement for the provision of services.
2.2 Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing beforehand.
2.3 These general terms and conditions also apply to supplementary agreements and subsequent agreements between BellySisters and the customer.
2.4 The applicability of any purchasing or other (general) conditions of the customer is hereby explicitly rejected.
3. Formation of the Agreement
3.1 All offers and other expressions of BellySisters are non-binding, unless explicitly stated otherwise in writing. BellySisters is never obliged to accept Requests and/or carry them out.
3.2 All quotes from BellySisters are valid for 30 days, unless a quote or statement indicates otherwise.
3.3 An Agreement between BellySisters and the Client will come into effect at the moment that BellySisters accepts the Client's Request in writing, or the Client has confirmed the acceptance of the offer in writing.
4. Price
4.1 The prices and discounts used by BellySisters are the prices and discounts in effect on the day of the conclusion of the Agreement, unless otherwise agreed in writing by BellySisters and the Purchaser.
4.2 BellySisters is authorized at any time to adjust the prices of the Products or Services on the website.
4.3 The prices indicated by BellySisters are exclusive of value-added tax (VAT), excises, import duties, packaging costs and other charges imposed by the government. The prices include start-up, processing, and shipping costs.
4.4 A fee of DKK 150 will be charged for making an appointment through the BellySisters website. These costs will be deducted from the price of the Product at the time of payment.
4.5 The Products will be transported at the risk of the Purchaser.
4.6 BellySisters is entitled to increase the agreed prices for sales and delivery three months after the Agreement has been concluded, whether or not based on increases in purchase prices and/or freight rates of the products and/or raw materials required for the production of the Products and/or surcharges on charges imposed by the government.
4.7 If the Purchaser does not agree with a price increase and/or rate increase communicated by BellySisters and the increase is more than 10%, the Purchaser is entitled within eight days of the said notification from BellySisters in respect of the price change to terminate the Agreement in writing or to cancel the Request by the date mentioned in the notification.
4.8 The Purchaser must make a notification of any cancellation at least 72 hours before the appointment. If the appointment is not cancelled or not cancelled on time, DKK 150, as described in Article 4.3, will not be paid to the Purchaser as a no-show fee, that is, to compensate for administrative costs and lost income. In the case of medical force majeure, the appointment can be cancelled free of charge at any time.
5. Delivery
5.1 The Products will be delivered to the agreed delivery address, unless otherwise agreed. If the Purchaser refuses to receive the Products there or is negligent in providing information or instructions necessary for delivery, the costs incurred, including storage costs, will be borne by the Purchaser and the risk will nonetheless pass to the Purchaser at that moment.
5.2 BellySisters is always entitled to deliver the Products in partial deliveries, unless otherwise agreed in writing.
5.3 All delivery times for Products or Services mentioned and/or agreed upon by BellySisters are established to the best of their knowledge, but are never binding or deadlines. The mere exceeding of a mentioned or agreed delivery time does not put BellySisters in default or result in any attributable shortfall. In the event of exceeding any deadline, BellySisters will deliver the Products to the Purchaser as soon as possible or perform the Services for the benefit of the Purchaser as soon as possible. Exceeding the delivery time will never result in a reduction in the price of the Products or Services.
6. Right of Complaint
6.1 The Purchaser is obliged to check within 10 working days after delivery of the Products whether the delivered Products do not show external defects and conform to the description on the delivery note. If the Purchaser does not make written notification within two working days of the aforementioned term by e-mail to 'BellySistersDK@outlook.com' of a discrepancy between the delivered Products and the description on the delivery note and/or external defects, the description on the delivery note and the delivered Products are deemed to agree with each other in terms of nature and quantity and the delivered Products are unconditionally accepted by the Purchaser.
6.2 If the Purchaser considers that the Products do not possess the properties that he was entitled to expect on the basis of the Agreement, the Purchaser must immediately inform BellySisters in writing after he has established or could reasonably have established the discrepancy, giving the Purchaser a detailed description of the discrepancy that has been established.
6.3 If the Purchaser (timely) reports any discrepancy between the delivered Products and what the Purchaser was reasonably entitled to expect on the basis of the Agreement, BellySisters will confirm this report in writing to the Purchaser. BellySisters will promptly enter into discussions with the Purchaser and conduct any necessary investigation, in which the Purchaser must give BellySisters the opportunity to (have) establish the discrepancy within twenty days after the report is known to BellySisters.
6.4 Complaints do not give the Purchaser the right to suspend his payment obligations.
6.5 If BellySisters finds a complaint to be justified, BellySisters will at its own discretion (1) pay a compensation not exceeding the invoice value of the involved Products or (2) replace the involved Products free of charge.
7. Retention of Title
7.1 All Products delivered to the Buyer shall remain the property of BellySisters until all amounts due by the Buyer for the delivered Products and any additional costs have been fully paid to BellySisters. 7.2 Upon first request by BellySisters, the Buyer shall provide sufficient security for the full performance of all his (payment) obligations towards BellySisters.
8. Returns
8.1 The return of the Products is excluded as the Products are customized work and the Products were created according to the specifications of the Buyer.
9. Service provided by BellySisters
9.1 BellySisters has a duty to make efforts with respect to the execution of all agreements and no obligation of results. With respect to the service, it is a creative process and BellySisters can make creative choices.
9.2 All (delivery) deadlines mentioned and/or agreed upon by BellySisters for the service are established to the best of their knowledge, but are never binding or fatal deadlines. The mere exceedance of a mentioned or agreed upon deadline does not put BellySisters in default or result in a failure to perform. In case of exceedance of any deadline, BellySisters will still execute the service in favor of the Customer.
9.3 The Customer shall ensure that all data, which BellySisters indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the agreement, are provided to BellySisters in a timely manner. If the data necessary for the execution of the agreement are not provided to BellySisters in a timely manner, BellySisters has the right to suspend the execution of the agreement and/or charge the Customer for the extra costs resulting from the delay according to the usual rates.
9.4 If it has been agreed that the agreement will be executed in phases, BellySisters may suspend the execution of those parts that belong to a next phase, until the Customer has approved the results of the preceding phase in writing.
10. Payment
10.1 Unless otherwise agreed, all invoices from BellySisters must be paid within 30 days after the invoice date or as soon as indicated by BellySisters, in the manner indicated by BellySisters, without any right to discount and/or set-off. BellySisters is entitled to invoice the Purchaser for each delivery.
10.2 All costs relating to (the performance of) the payment, including the provision of security if required, are for the account of the Purchaser.
10.3 Upon expiry of the term referred to in article 10.1, the Purchaser is automatically in default without the need for notice of default. BellySisters is then entitled to suspend its activities for the Purchaser.
10.4 If the Purchaser remains in default of payment, BellySisters may turn over the claim, in which case the Purchaser is also obliged to compensate for extra-judicial and judicial costs, including all costs calculated by external experts besides those established in court, relating to the collection of this claim or otherwise enforcing rights. The extra-judicial collection costs will never be less than DKK 300.
10.5 The Purchaser is never entitled to offset claims against BellySisters with debts to BellySisters.
10.6 If the Purchaser disputes the amount of the invoice, he must notify BellySisters in writing of his objections within 14 days after the invoice date, failing which this right will lapse.
11. Engagement of Third Parties
11.1 BellySisters is always free to engage third parties for the performance of the Agreement.
11.2 When engaging third parties, BellySisters will always act with due care. However, BellySisters is not liable for damage resulting from shortcomings of third parties.
12. Liability
12.1 BellySisters is not liable for damage caused by the use of Products by the Purchaser, for example due to incorrect assembly or incorrect use.
12.2 BellySisters is not liable for any loss or damage arising from, through or in connection with the provision of Services and/or the sale and/or delivery of Products to the Purchaser, except for intentional acts or gross negligence on the part of BellySisters.
12.3 BellySisters is not liable for damage of any kind arising from BellySisters' performance of the Agreement, based on incorrect and/or incomplete data provided by the Purchaser, unless such inaccuracies or incompleteness was or should have been known to BellySisters.
12.4 Third parties cannot derive rights from this Agreement.
13. Force Majeure
13.1 If BellySisters is unable to fulfill its obligations towards the Purchaser due to an imputable shortfall (force majeure), these obligations will be suspended for the duration of the force majeure situation.
13.2 BellySisters' force majeure means any circumstance independent of BellySisters' will that prevents, delays or makes it economically impossible to fulfill (part of) its obligations towards the Purchaser, and as a result, it cannot reasonably be expected from BellySisters to fulfill these obligations. Force majeure also includes a shortfall from BellySisters' suppliers. If a situation of force majeure lasts for more than thirty days, the parties have the right to terminate the Agreement in writing. The services already performed in accordance with the Agreement will then be settled proportionately, and the parties will not owe each other anything.
14. Termination & Dissolution
14.1 Either party is only entitled to terminate the Agreement in the event that the other party is to blame for a breach of its substantial obligations under the Agreement, following a proper and detailed written notice of default, giving a reasonable period for cure.
14.2 BellySisters may terminate or suspend its work without notice and without court intervention by written notice if the Customer fails to meet its (payment) obligations or if circumstances come to the knowledge of BellySisters that give BellySisters good reason to fear that the Customer will not meet its obligations, whether or not provisional suspension of payment is granted, if bankruptcy is applied for in respect of the Customer or if its business is liquidated or terminated. BellySisters will never be liable for any compensation due to this termination.
14.3 In the event of nullity of one or more provisions from an agreement between BellySisters and the Customer or in these general terms and conditions, the parties will enter into negotiations in order to agree on new provisions to replace the null and/or void provisions, taking into account as much as possible the purpose and intention of the null and/or void provisions.
15. Transfer
15.1 Without the prior (written) permission of BellySisters, it is not allowed for the Purchaser to transfer its rights arising from its legal relationship with BellySisters or one or more resulting obligations in whole or in part to third parties, or to have them executed by third parties in fact.
16. Privacy
16.1 The privacy statement of BellySisters applies to the Agreement. This can be consulted at https://bellysisters.nl/privacy-verklaring-or-bellysister#contact.
16.2 BellySisters reserves the right to unilaterally change the privacy statement from time to time.
17. Intellectual and industrial property rights
17.1 All intellectual property rights with respect to the Products and/or Services delivered by BellySisters belong to BellySisters or its licensors.
17.2 BellySisters is entitled to place photos of Products as a result of the Services on its website and social media channels without prior permission from the Customer.
17.3 It is explicitly prohibited for the Customer to reproduce, disclose, or exploit the Products, as well as other items on which BellySisters' intellectual property rights rest, including but not limited to computer programs, system designs, methods, advice, (model) contracts, and other intellectual products of BellySisters, all in the widest sense of the word, with or without the involvement of third parties.
17.4 BellySisters never provides the digital scan made in the context of the Services upon delivery of the Products.
18. Governing law and choice of forum
18.1 The legal relationships between BellySisters and the Customer are exclusively governed by Danish law.
18.2 Any disputes that may arise between BellySisters and the Customer as a result of or in connection with (the performance of) an Agreement concluded between BellySisters and the Customer, as well as in connection with these general terms and conditions, will be submitted to the competent judge of the Copenhagen District Court, unless otherwise determined by a mandatory legal provision.
