TERMS AND CONDITIONS

CONTENT

Article 1. Definitions
Article 2. Applicability
Article 3. The Agreement
Article 4. Delivery
Article 5. Price and payment
Article 6. Right to return
Article 7. Force majeure
Article 8. Complaints
Article 9. Intellectual property rights
Article 10. Retention of title
Article 11. Guarantee and liability
Article 12. Invalid provisions
Article 13. Amendments
Article 14 Applicable law

Article 1. Definitions
Cloby : Cloby B.V.
Kuiperstraat 159, 1073 ER, The Netherlands
KVK registrationnumber: 66402131
VAT number: NL856536246B01
Email address: info@cloby.flywheelsites.com
Buyer: a natural person who is 18 years of age or older who is not acting within the context of practicing a profession or conducting a business, with whom Cloby concludes an Agreement.
Order: an order placed by the Buyer in accordance with the procedure on the Website for the delivery of one or more Products.
Product: the Products Cloby offers for sale on the Website.
Purchase Price: the price indicated on the Website for a Product, including the VAT.
Agreement: the Order, which Cloby has accepted as such.
Website: www.mycloby.com

Article 2. Applicability
2.1 These General Terms and Conditions govern all offers, orders, agreements and other legal relationships between the Buyer and Cloby with respect to the use of the Website, including the purchase and sale of a Product on or via the Website.

Article 3. The Agreement
3.1 An Agreement will be concluded by the Buyer and Cloby exclusively by means of the Cloby’s acceptance of an Order from the Buyer that has been placed via the order process on the Website or by means of acceptance of an order placed by Buyer via email.
3.2 Cloby will be entitled to reject the Order placed by the Buyer in the event of the following events or any other objectively obvious reason to reject an order:
– If the information that the Buyer has filled in is incorrect and/or incomplete, or if Cloby is reasonably entitled to doubt whether that is the case.;
– If the Buyer’s payment is not received within the agreed term.;
– If the Buyer has already failed to comply with his/her payment obligations towards Cloby in the past;
– If there is an obvious mistake or clerical error, for example in the prices indicated on the Website.;
Cloby will notify the Buyer as quickly as possible if an Order can not be accepted.

Article 4. Delivery
4.1 Shipment will be made using a carrier designated by Cloby.
4.2 After the Agreement has been concluded Cloby will send the Product as quickly as possible, and in any event within 30 days, to the address indicated by the Buyer, provided that Cloby has received the full Purchase Price if the Buyer has chosen for advance payment, unless the parties have agreed on a longer delivery period.
4.3 Cloby will deliver in accordance with agreed delivery dates to every extent possible; however, the Buyer acknowledges that the delivery dates are based on the circumstances of which Cloby is aware at the time at which the Agreement is concluded and, insofar as they are dependent on work or services to be provided by third parties, on the information that such third parties provide to Cloby.
4.4The Buyer will receive notice within 14 days after the Agreement is concluded in the event that the delivery is delayed or in the event that an order cannot be executed in whole or in part, in which case the Buyer will be entitled to dissolve the Agreement free of charge until the time the Order is shipped.
4.5 The risk with respect to any damage to or loss of the Products will be transferred to the Buyer as from the time at which the Products are delivered.

Article 5. Price and payment
5.1 Prices indicated on the Website are inclusive of Value Added Tax (VAT) and are exclusive of shipping costs. The shipping costs will be charged separately in respect of each Agreement. The total Purchase Price due will be indicated when the Order is placed and accepted.
5.2 Cloby will be entitled to adjust the prices indicated on the Website from time to time without any notice being required. The prices indicated at the time at which the Order is placed will be deemed to be the prices that form part of the Agreement.
5.3 Payment can solely be made using the methods indicated on the Website and must be made before the Product will be sent out.
5.4 The Buyer is obliged to notify Cloby immediately regarding any errors in the payment details that the Buyer has provided to Cloby.
5.5 In the event that the Buyer exceeds the term for payment he/she will be in default by operation of law, and Cloby will be entitled to charge statutory interest on the outstanding amount as from the due date.

Article 6. Right to return
6.1 The Buyer will be entitled to return the Product that has been delivered, free of charge, within a term of 14 days after the Product has been received, without stating his/her reason for doing so, in the manner indicated by Cloby, provided that the Product has been not used, is undamaged and (insofar as possible) is in the original and undamaged packaging. The Buyer is permitted to exchange the Product for another Product (if in stock).
6.2 In the case referred to in the preceding subsection, Cloby will refund the Purchase Price as quickly as possible, but in any event within 30 days after the Agreement has been terminated.

Article 7. Force majeure
7.1Cloby is not liable for any damage as a result of a delay in the delivery or a failure to deliver that has been caused by circumstances that impede Cloby from complying with its obligations, and that cannot be attributed to Cloby because they cannot be blamed on Cloby, and cannot be deemed to be for Cloby’s account in accordance with the law, a legal act or in accordance with generally accepted standards, such as – but not restricted to – war, threat of war, civil war, riots, a day of national mourning announced by the government, strikes, transport problems, trade limitations, problems with customs authorities, fire, flooding, earthquake or the bankruptcy of third parties engaged by Cloby, a failure on the part of Cloby’s suppliers to supply goods or a failure on the part of Cloby’s suppliers to supply goods in a timely manner, interruptions in the supply of goods to be delivered by third parties, including water and electricity, and other serious interruptions in the business operations of Cloby of third parties that it engages.
7.2 If as a result of a situation involving force majeure Cloby fails to comply with its obligations under the Agreement or fails to do so in a timely manner, Cloby will be entitled to perform the Agreement within a reasonable term or – if compliance within a reasonable term is not possible – to dissolve the Agreement in whole or in part, without Cloby being obliged to pay the Buyer any compensation in that respect.

Article 8. Complaints
8.1 The contact details of Cloby for the purpose of complaints can be found on the Website.
8.2 Cloby will be obliged to inspect the Product when it has been delivered and to notify Cloby within a reasonable term in the event that there are any visible defects or other complaints regarding the performance of the Agreement. Such complaints must be submitted in writing and must be fully and clearly substantiated.
8.3 Cloby will respond to any complaints that it receives within a term of 14 days after receipt. Cloby will notify the Buyer within a term of 14 days in the event that it is foreseeable that the complaint will require a longer term to be processed, stating the term within the Buyer can expect to receive an answer.
8.4 The Buyer acknowledges that: minor deviations and deviations that are generally considered acceptable in respect of the quality, size, color, finishing, etc. of Product cannot be avoided or are difficult to avoid and do not constitute a well founded reason to submit a complaint. Such complaints, and complaints regarding the removal of a certain Product from the Website, are not well founded. Cloby will not be liable for any damage that the Buyer sustains as a result of such deviations or the removal of such Product from the Website.
8.5 The Buyer will fully cooperate in the event that Cloby recalls a Product. The Buyer will notify Cloby immediately in the event that the Buyer suspects that a Product has a safety defect and is subject to being recalled.

Article 9. Intellectual property rights
9.1 Any and all marks, product names, logos, models and designs (referred to below as the “IP-Rights”) that are depicted on or affixed to the Product and the Website or otherwise related to the Product are the property of Cloby or one or more of its affiliates. The Buyer acknowledges Cloby’s proprietary rights in respect of the IP Rights and will refrain from using the IP Rights in any way without Sellers prior written approval, and the Buyer will refrain from any conduct that could harm or otherwise negatively affect the IP Rights.
9.2 Cloby also refers to the disclaimer with regard to the intellectual property rights in respect of the Website.

Article 10. Retention of title
10.1 Cloby will retain the title in respect of any Product to be delivered until the Buyer has performed all obligations (including, without limitation, payment obligations) that the Buyer owes/has in respect of such Product that have been or that will be delivered in accordance with the applicable Agreement.

Article 11. Guarantee and liability
11.1Cloby is not liable for any indirect, additional or consequential damage, of any kind whatsoever, that the Buyer sustains in connection with the Agreement. Under no circumstances will any direct damage for which Cloby is legally liable towards the Buyer under the Agreement, exceed the Purchase Price. Nothing in the Agreement excludes or limits Cloby’s liability for damages caused by its negligence or intentional acts.
11.2 Cloby refers to the disclaimer with regards to its liability in respect of the Website and the use of the Website.

Article 12. Invalid provisions
12.1 In the event that any provision contained in these General Terms and Conditions is invalid the remaining provisions will remain in effect and the invalid provision(s) will have to be interpreted or converted into, a valid provision having the same purport to every extent possible.
12.2 These General Terms and Conditions are drawn up in Dutch. The Dutch version shall prevail in any dispute arising from a translation of this document.

Article 13. Amendments
13.1 Cloby will be entitled to amend these General Terms and Conditions from time to time. The most recent version of the General Terms and Conditions will be placed on the Website. The Buyer must always consult these General Terms and Conditions before using the Website. If the Buyer is unable to consult the General Terms and Conditions via the Internet Cloby will send the Buyer a copy of the most recent version of the General Terms and Conditions by e-mail.

14. Applicable law
14.1 These conditions and the Agreement are governed by Dutch law.
14.2 Any disputes that cannot be settled between negotiation of parties will be put before the competed Dutch court.