AGB

The X-clusive
Staalsteden 4-3
7547 TA Enschede
Chamber of Commerce number: 77930363
Email: info@myzenful.com

Article 1: Applicability, Definitions

These general terms and conditions apply to every offer and every agreement of purchase and sale concluded via the website www.myzenful.com of The X-clusive, established in Enschede, hereinafter referred to as "The X-clusive."
The buyer is further referred to as "the counterparty."
Various provisions in these general terms and conditions pertain to a natural person acting outside their business or professional activity. In these provisions, the counterparty is referred to as "the consumer."
"Offer" means any offer from Zenful, whether or not in the form of a written quotation.
"Written" means by letter, email, or any other means of communication that, considering the state of technology and prevailing social views, can be equated with this.
"The website" refers to the website mentioned in paragraph 1 of Zenful.
The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
In case of a discrepancy or conflict between these general terms and conditions and a translation thereof, the Dutch text prevails.
These general terms and conditions also apply to follow-up or partial orders resulting from the agreement.

Article 2: Offer and Prices

Unless a validity period is stated in/with an offer, this is a non-binding offer. Zenful may revoke this offer no later than 2 working days after receipt of acceptance.
Unless otherwise stated, the prices listed in an offer, price list, or on the website include VAT and exclude any costs, such as transport costs, shipping costs, and administrative costs. Each product clearly indicates the applicable VAT amount and any costs.
A combined offer does not oblige Zenful to deliver part of the offered items at a corresponding part of the price.
The offer and the prices do not automatically apply to repeat orders.
Displayed models and examples, statements of colors, dimensions, weights, and other descriptions on the website are as accurate as possible but are for indication purposes only. The counterparty cannot derive any rights from this.
If, between the conclusion of the agreement and its execution, (cost) price-increasing circumstances occur for Zenful due to changes in laws and regulations, government measures, currency fluctuations, or changes in the prices of necessary materials or raw materials, Zenful may increase the agreed prices accordingly and charge them to the counterparty.
In the case of price increases within 3 months after the conclusion of the agreement, the consumer may terminate the agreement by means of a written declaration. Unless the consumer notifies Zenful within 14 days after notification of the price change that they wish to exercise their right of termination, Zenful may assume that the consumer has agreed to this change.

Article 3: Formation of Agreements

Unless otherwise stated on the website, Zenful is only bound to an order via the website after it has been confirmed in writing—whether or not by means of an automated message—to the counterparty.
Additions to or amendments of the general terms and conditions or the agreement only bind Zenful after they have been confirmed in writing to the counterparty.

Article 4: Distance Purchase – Cooling-off Period, Right of Withdrawal

This article applies exclusively to the consumer in the case of a distance purchase within the meaning of Article 6:230g paragraph 1 of the Dutch Civil Code.
In the case of a distance purchase, the consumer has a cooling-off period. Within this cooling-off period, the consumer may terminate the agreement without giving a reason.
The cooling-off period referred to in the previous paragraph is a period of 14 calendar days starting from the day on which the consumer or a third party designated by them (not being the carrier):
- has received the item;
- has received the last item, if the consumer has ordered multiple items in one order and these items are delivered separately;
- has received the last shipment or part, if the delivery of one item consists of different shipments/parts;
- has received the first item for an agreement aimed at regular delivery of items over a specified period.
The termination is effected through a written notification by the consumer to Zenful, whether or not using a model form provided by Zenful.
By terminating the agreement in accordance with the preceding paragraphs, any additional agreements are also automatically terminated.
The consumer has no right of withdrawal in the case of:
- specific, custom-made items or items clearly intended for a specific person;
- items that, for reasons of health protection or hygiene, are not suitable for return and whose seal/packaging has been broken after delivery;
- items that, due to their nature, are irrevocably mixed with other items after delivery.
If the consumer wishes to return the delivered item because it does not comply with what was agreed, the provisions of the complaints article apply.

Article 5: Distance Purchase – Return Shipment, Refund

Unless Zenful collects the delivered items themselves, the consumer must return the items without delay—preferably in the original packaging, unused—at their own expense and risk to Zenful or a third party authorized by Zenful within 14 days of termination.
Zenful will refund the product prices of the returned products within 14 calendar days of termination—related to the relevant agreement—in the same way and in the same currency used by the consumer.
Zenful is not obliged to refund any additional costs incurred by the consumer opting for a delivery method other than Zenful’s least expensive standard delivery.
Unless Zenful collects the delivered items themselves, the consumer can only claim a refund after Zenful has received the items or the consumer has demonstrated that the items have been returned, whichever comes first.
Zenful may refuse returned items or refund only part of the amount paid by the consumer if the items are not in their original packaging, have been altered, used (beyond what is necessary to determine the nature, characteristics, and functioning of the item), and/or are damaged. Zenful will inform the consumer immediately after receiving the items.
The consumer is liable for any diminished value of the item resulting from handling beyond what is necessary to establish the nature, characteristics, and functioning of the item.
The consumer is never liable nor owes any costs for merely exercising their right of withdrawal.

Article 6: Engagement of Third Parties

If Zenful deems it necessary, they may have certain deliveries carried out by third parties.

Article 7: Confidential Information

Zenful will take all reasonable precautions to keep this information confidential. This duty of confidentiality also applies to its employees and third parties involved in executing the agreement under Zenful's responsibility.
If the information pertains to personal data within the meaning of the General Data Protection Regulation (GDPR), Zenful will process the information in accordance with this regulation and report any breaches of data security also in compliance with this regulation. Zenful is never liable for damages the counterparty suffers as a result of the loss or destruction of this information unless this is due to intent and/or deliberate recklessness by Zenful or its executive management.
The duty of confidentiality does not apply if Zenful is required to disclose confidential information under laws and regulations or a court ruling and cannot invoke a legal or judicially permitted privilege of non-disclosure. This exception also applies to employees and other persons mentioned in paragraph 2.

Article 8: Delivery, Delivery Deadlines

Agreed deadlines are never strict deadlines. If Zenful fails to meet its obligations on time, the counterparty must notify Zenful of default in writing, allowing a reasonable period to still fulfill its obligations.
An agreed deadline begins when Zenful has received all information necessary for delivery and any agreed (advance) payments from the counterparty. If this causes a delay, the deadline will be extended proportionally.
Zenful is allowed to deliver in parts and invoice each part separately.
The risk for goods transfers to the counterparty as soon as they leave Zenful’s premises, warehouse, or store, or as soon as Zenful informs the counterparty that the goods are ready for collection.
Shipping or transport of the goods is at the counterparty’s expense and risk and takes place in a manner determined by Zenful. Zenful is not liable for any damage related to the shipping or transport.
Unless the parties agree otherwise, delivery to the consumer must take place within 14 days after the conclusion of the agreement. The risk transfers to the consumer when the goods are physically handed over to them or a third party designated by them (not being the carrier). If the consumer selects a carrier not offered by Zenful, the risk transfers to the consumer upon delivery of the goods to that carrier.
If, due to a cause attributable to the counterparty, it proves impossible to deliver the ordered goods (in the agreed manner) to the counterparty or if the goods are not collected, Zenful may store the goods at the counterparty’s expense and risk. The counterparty must enable Zenful to deliver the goods or collect them within a reasonable period set by Zenful.
If the counterparty fails to comply with its obligation to accept the goods within the set period, they are immediately in default. Zenful may then terminate the agreement in writing and sell the goods to third parties without being obliged to pay any compensation for damages, costs, or interest. This does not affect the counterparty's obligation to reimburse any storage costs, damages, and lost profits incurred by Zenful or Zenful’s right to demand compliance.

Article 9: Complaints

The counterparty must inspect the delivered goods immediately upon receipt and report any visible defects, damages, or deviations in quantity on the delivery note or in writing to Zenful within 2 working days. If such complaints are not reported in time, the goods are deemed to have been delivered in good condition and in accordance with the agreement.
Other complaints must be reported immediately upon discovery, but no later than within the agreed warranty period. If no warranty period is agreed, a period of 1 year after delivery applies.
In the absence of a timely complaint, no claims can be made on any agreed warranty.
If ordered goods can only be supplied in packaging or minimum quantities/numbers available from Zenful, minor differences in weights, numbers, colors, and sizes are acceptable within industry standards. These are not considered defects and do not warrant a claim.
Complaints do not suspend the counterparty's payment obligation, except for consumers.
The counterparty must allow Zenful to investigate the complaint and provide all relevant information. If the investigation requires a return shipment, this will be at the counterparty’s expense unless the complaint is justified. The transport risk always lies with the counterparty.
Return shipments take place in a manner determined by Zenful and, if possible, in the original packaging or packing material.
No complaints can be made about:
- Minor imperfections or characteristics inherent in natural materials;
- Color variations or slight deviations in color;
- Goods that have been altered or processed after receipt by the counterparty.
In case of complaints, a consumer must first contact Zenful. If the online store is affiliated with WebwinkelKeur and for complaints that cannot be resolved by mutual agreement, the consumer must contact WebwinkelKeur (www.webwinkelkeur.nl), who will mediate free of charge. Check whether this online store has a current membership via https://www.webwinkelkeur.nl/leden/. If a solution is not yet found, the consumer has the option to have his complaint handled by the independent dispute committee appointed by WebwinkelKeur, the decision of which is binding and both the entrepreneur and the consumer agree to this binding decision. Submitting a dispute to this dispute committee involves costs that the consumer must pay to the relevant committee.

Article 10: Guarantees

Zenful will perform the agreed deliveries properly and according to the standards applicable in its industry but does not provide any guarantees beyond what has been explicitly agreed.
Zenful guarantees the usual quality and reliability of the delivered goods during the warranty period.
If the manufacturer or supplier of the goods provides a warranty, this warranty applies equally between the parties. Zenful will inform the counterparty about this.
Zenful endeavors to inform the counterparty as thoroughly and completely as possible about the goods delivered, including the ingredients/materials of the goods, particularly with regard to potential skin irritations or allergies. However, Zenful is largely dependent on the product information provided by the supplier or manufacturer. Therefore, Zenful cannot guarantee the completeness or accuracy of this information and is not liable for any damages or consequences arising from this for the counterparty.
Goods intended for use that deviates from their normal purpose are only guaranteed to be suitable for that use if Zenful has confirmed this in writing to the counterparty.
No warranty claims can be made as long as the counterparty has not paid the agreed price for the goods in full.

Article 11: Liability

Zenful accepts no liability beyond the explicitly agreed or provided guarantees.
Zenful is only liable for direct damage. Any liability for consequential damages, such as business interruption, loss of profits and/or incurred losses, delays, and/or personal or bodily injury, is explicitly excluded.
The counterparty must take all necessary measures to prevent or limit damage.
If Zenful is liable, its obligation to compensate is always limited to the amount paid by its insurer in the relevant case. If the insurer does not pay or the damage is not covered by insurance, Zenful’s obligation to compensate is limited to the invoice amount of the delivered goods.
The counterparty must address Zenful concerning the damage no later than 6 months after becoming aware or reasonably able to become aware of the damage incurred.
For consumers, a term of 1 year applies instead of 6 months as mentioned in the previous paragraph.
Zenful is not liable, and the counterparty cannot invoke the applicable warranty if the damage is caused by:
- Improper use, use contrary to the purpose of the delivered goods, or use contrary to the instructions, advice, manuals, leaflets, etc., provided by Zenful or on behalf of Zenful;
- Poor storage or maintenance of the goods by the counterparty;
- Errors or omissions in the information provided by or on behalf of the counterparty to Zenful;
- Instructions or orders from or on behalf of the counterparty;
- Choices made by the counterparty that deviate from Zenful’s advice or what is customary;
- Repairs or modifications to the delivered goods performed by the counterparty or third parties without Zenful's prior written consent.
In the cases mentioned above, the counterparty is fully liable for any resulting damage and indemnifies Zenful against claims from third parties.
The limitations of liability mentioned in this article do not apply if the damage is caused by intent and/or deliberate recklessness on the part of Zenful, its management, or mandatory legal provisions that conflict with these limitations.

Article 12: Payment

Zenful may at all times require a (partial) advance payment or other security for payment. For consumers, the requested advance payment will not exceed 50% of the agreed price.
Payment must be made in the manner indicated on the website, unless the parties agree otherwise in writing.
Payment must be made within a payment term of 30 days after the invoice date, unless the parties have agreed otherwise in writing. The correctness of an invoice is established if no objection has been made within this payment term.
If an invoice is not paid in full after the expiration of the term mentioned in the previous paragraph, or if an automatic debit has failed, the counterparty owes Zenful a default interest of 2% per month, calculated cumulatively over the principal amount. Parts of a month are considered full months.
In the aforementioned situation, the consumer owes default interest of 6% annually, unless the statutory interest is higher. In that case, the statutory interest applies.
If payment is not made following a reminder, Zenful may charge the counterparty extrajudicial collection costs amounting to 15% of the invoice amount, with a minimum of €40.00.
Zenful will grant the consumer a minimum term of 14 days after receiving the reminder to pay the outstanding amount. If payment is not made within this period, the extrajudicial collection costs for the consumer are:
- 15% of the principal amount on the first €2,500 of the claim (with a minimum of €40.00);
- 10% on the next €2,500 of the claim;
- 5% on the next €5,000 of the claim;
- 1% on the next €190,000 of the claim;
- 0.5% on the excess of the principal amount, all with an absolute maximum of €6,775.
For calculating the extrajudicial collection costs, Zenful may increase the principal amount of the claim by the default interest accrued after one year.
If full payment is not made, Zenful may terminate the agreement by a written declaration without further notice of default or suspend its obligations under the agreement until payment is made or proper security is provided. Zenful also has the right to suspend its obligations if it has valid reasons to doubt the counterparty’s creditworthiness, even before the counterparty is in default.
Payments received by Zenful will first be applied to cover all owed interest and costs, and then to the oldest outstanding invoices, unless the payment explicitly specifies that it pertains to a later invoice.
The counterparty is not entitled to offset any amounts owed to Zenful with any counterclaims they may have. This also applies if the counterparty applies for (provisional) suspension of payments or is declared bankrupt.
The provision in the previous paragraph does not apply to consumers.

Article 13: Retention of Title

All goods delivered/to be delivered under the agreement remain the property of Zenful until the counterparty has fully met all their payment obligations toward Zenful under this agreement or similar agreements.
These payment obligations consist of the payment of the purchase price for the goods, as well as claims for work performed in connection with the delivery, and claims due to a breach of the counterparty’s obligations, including compensation for damages, extrajudicial collection costs, interest, and possible penalties.
If identical, non-individualized goods are delivered, the batch belonging to the oldest invoices is deemed to have been sold first. Retention of title always applies to all delivered goods still present in the counterparty’s inventory, store, or equipment.
As long as ownership of the goods has not been transferred to the counterparty, they may not pledge the goods or grant any third parties any other rights thereto.
The counterparty must immediately notify Zenful in writing if third parties assert rights over goods subject to Zenful's retention of title.
As long as the counterparty possesses goods under retention of title, they must store them carefully and as recognizable property of Zenful.
The counterparty is obligated to insure the goods against theft, damage, fire, and water damage, so that Zenful's rights are always preserved. The counterparty must provide proof of this insurance to Zenful upon request.
If the counterparty acts contrary to the provisions of this article or if Zenful invokes the retention of title, Zenful and its employees are entitled to enter the counterparty's premises and take back the goods. This does not affect Zenful's right to claim compensation for damages, loss of profits, and interest or its right to terminate the agreement without further notice of default by means of a written declaration.

Article 14: Bankruptcy, Loss of Disposition, etc.

Zenful is entitled to terminate the agreement without further notice of default through a written declaration to the counterparty at the moment when:
- The counterparty is declared bankrupt or an application for bankruptcy has been filed;
- The counterparty applies for (provisional) suspension of payments;
- The counterparty is subjected to executorial attachment;
- The counterparty is placed under guardianship or administration;
- The counterparty otherwise loses the power of disposal or legal capacity with respect to their assets or parts thereof.
The counterparty must always inform the curator or administrator about the (contents of the) agreement and these general terms and conditions.

Article 15: Force Majeure

In the event of force majeure affecting the counterparty or Zenful, the latter is entitled to terminate the agreement through a written declaration to the counterparty or to suspend the fulfillment of its obligations toward the counterparty for a reasonable period without being liable for any compensation.
Force majeure on the part of Zenful includes, but is not limited to:
- A non-attributable failure on the part of Zenful, the third parties or suppliers engaged by Zenful, or other compelling reasons on the part of Zenful;
- War, riots, mobilization, domestic and foreign disturbances, governmental measures, strikes within Zenful's organization or the threat thereof, and similar circumstances;
- Disruptions in exchange rates existing at the time the agreement was entered into, business disruptions due to fire, burglary, sabotage, power outages, internet or telephone failures, or activities by cybercriminals rendering the website partially or fully unavailable;
- Natural disasters, (natural) calamities, and weather-related obstacles;
- Transport difficulties or obstacles caused by weather conditions, road closures, accidents, import or export restrictions, and similar circumstances.
If the force majeure situation occurs while the agreement has already been partially executed, the counterparty must fulfill its obligations toward Zenful for the portion of the agreement that has been executed.

Article 16: Cancellation, Suspension

This article does not apply to termination within the statutory cooling-off period as referred to in Article 4.
If the counterparty wishes to cancel the agreement before or during its execution, Zenful may demand fixed compensation for all costs incurred and damages suffered, including lost profits. At Zenful’s discretion, and depending on the deliveries already made, this compensation amounts to 20% to 100% of the agreed price.
The counterparty indemnifies Zenful against claims from third parties resulting from the cancellation.
Zenful may offset the owed compensation against any amounts already paid by the counterparty and any counterclaims by the counterparty.
If delivery is suspended at the counterparty’s request, the fees for all deliveries already performed will become immediately due, and Zenful may charge these to the counterparty. This also applies to any costs already incurred or costs arising from the suspension.
Any costs incurred by Zenful for resuming the delivery after suspension will be borne by the counterparty. If the execution of the agreement cannot be resumed after suspension, Zenful may terminate the agreement through a written declaration to the counterparty.

Article 17: Governing Law, Competent Court

The agreement between the parties is exclusively governed by Dutch law.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
Any disputes will be submitted to the competent court in the district where Zenful is established. However, Zenful retains the right to submit the dispute to the competent court in the district where the counterparty is located.
Regardless of Zenful’s choice, the consumer always retains the right to submit the dispute to the legally competent court. The consumer must notify Zenful of this choice within one month after receiving the summons.
If the counterparty is established outside of the Netherlands, Zenful may choose to submit the dispute to the competent court in the country or state where the counterparty is established.

Article 18: Subscriptions

A subscription is entered into for a minimum duration (unless otherwise stated), for example, 3 or 12 months. After this minimum duration, the subscription is automatically renewed for an indefinite period.
The consumer may terminate an agreement entered into for an indefinite period, which pertains to the regular delivery of products or services, at any time, with due observance of the agreed termination rules and a notice period of no more than one month.
The consumer may terminate an agreement entered into for a definite period, which pertains to the regular delivery of products or services, at the end of the specified period, with due observance of the agreed termination rules and a notice period of no more than one month.
It may occur that the selected product is no longer in stock. In such cases, the consumer may choose an alternative product.
Terminations can be made through the Zenful website in the consumer's account or by contacting customer service.
Subscription products are not eligible for return.
By taking out a subscription, the consumer grants Zenful authorization for automatic debit. If the consumer uses a payment method other than automatic debit, additional costs may apply.
If a payment instruction cannot be executed due to insufficient funds, incorrect or outdated payment details, and/or other disputes, orders may still be shipped. In such cases, Zenful will attempt to execute the payment again. Zenful reserves the right to recover the outstanding amount by re-executing the payment through the provided payment method.
If repeated attempts to collect the payment fail, Zenful reserves the right to recover the debt in other ways, either directly or through a third party, and to charge the resulting extrajudicial collection costs to the consumer.
Zenful is entitled to suspend the execution of the agreement, such as the delivery of oils, if and as long as the consumer has not fully met their payment obligations.