Terms and conditions

FIRST, A FEW IMPORTANT DEFINITIONS

We' and 'us': Icetubs as part of the private limited liability company Welvaere B.V., located at Amersfoortseweg96, (3862 NE) Nijkerk, registered in the trade register under no.: 61379905, VAT no.: NL854318501B01, seller.

Icetub: A beautiful ice bath exclusively intended for ice-cold water, your purchase, the product and/or thesubject of the contract to perform services or deliver goods by us for you, which comes into existence betweenyou and us based on a contract. Applicability of articles 7:404, 7:407 subsection 2, and 7:409 of the Dutch CivilCode (BW), regardless of the way it is given, is expressly excluded.

You: any party (natural or legal person) who enters into a contract with us or to whom we have made an offerto which these general terms and conditions, both the introduction and parts A and B, (hereinafter: 'theseconditions') apply. If you are a consumer, these conditions apply to you unless legally determined otherwise andthat is more favorable for you as a consumer. See in this context at least article 6:236 BW.

Professional and/or business use: if your purchase/order with us is not intended for own and private use thatpertains to 1 household at one (residential) address, but for use by and/or through (several) others, such asmembers of a gym. This also includes if the use is against a fee. In these conditions, it applies that theconditions are applicable to you and the agreement between you and us unless expressly stated that otherconditions apply for professional use, as is at least the case regarding warranty.

Agreement: every agreement, however established, between us and you, any modification or addition to it, aswell as all (legal) actions in preparation for and execution of that agreement. Also being an agreement in which,in the context of a system organized by us for the distance selling of goods and/or services, only one or moretechniques for remote communication are used up to and including the conclusion of the agreement.

Right of withdrawal: the possibility for you, as a consumer, to withdraw from the distance contract within the14-day cooling-off period. This right is expressly not applicable to other contracts or in the case ofnon-consumers.

Important for the correct use of the Icetub, its service life and for maintaining your warranty:

You must always use the Icetub correctly, which, in addition to what can and may reasonably be expected ofyou, such as that the Icetub is only intended for ice-cold water, includes at least the following:
‍

Not to be used outdoors:
- In frost (lower than 5 degrees) you should detach the cooling unit and store it inside;

- In frost (lower than 1 degree) you should operate the cooling unit on the ‘automatic’ settings;- In bad weather such as thunderstorms or lightning;
- When you are alone;
- When the water is below 2 degrees;

- When the plug and/or the socket are not grounded;
- When the plug and/or the socket are not protected from water damage.

Not to be used indoors:
- In open spaces where children can easily access (think of a chair or stool);- Near open electricity or electrical cabinets;
- When you are alone;
- On an irregular floor;
- Within 2.5 meters of a socket and do not leave the cord on the ground.
- When the plug and/or the socket are not grounded;
- When the plug and/or the socket are not protected from water damage.

‍

A. WARRANTY CONDITIONS

We provide a warranty on all products purchased from us. Standard, you get a 2-year warranty on the purchaseof an Icetub from us. This warranty only applies to private use of our Icetubs and does not include labor and/orcall-out charges. For business and professional use, a maximum warranty period of six months applies.

‍

We find it very important that a purchase from us can be used correctly. Therefore, if your purchase becomesdefective within the warranty period, it can generally be assumed that this will be repaired or replaced free ofcharge. The choice for this lies with us. This naturally does not apply if you have something to do with it,because you have acted recklessly or intentionally and/or have not used the Icetub correctly (see above). Thenyou cannot claim any warranty.

We are always ready when there are questions about our Icetubs and their warranty. Therefore, always contactus as soon as possible when something is defective, but at least within 14 days after you have noticed thedefect and/or should and could have been aware of the defect ([email protected] or [email protected]). Wewill take this further to ensure that you can enjoy the ice-cold water of the Icetubs again as soon as possible.

‍

Conditions of the repair service during the warranty period
Warranty work can be carried out by a qualified service technician engaged by ourselves.
We do not reimburse the cost of repair if a repair has been carried out by you, someone else, or by a (local) service provider who has not been appointed directly by us. You therefore expressly waive our warranty if you (within the warranty period) start working yourself and/or if you engage someone yourself for repair, unless we approve the repair and quote in writing before the repair work begins. Work carried out without the approval of Icetubs is not covered.

‍
The guarantee covers the following specified main components in our  Icetubs:

• Compressors
• Condenser and heating
• Fans (can be replaced without a certified cooling system technician)-
• Main circuit boards
• Lid
• Temperature sensors
• Vacuum pump
• Water pump
• Control panel

Separate warranty on replaced parts

When (defective) parts are replaced by new parts, the new part gets a separate warranty of 1 year from thereplacement date. This does not mean that the original standard warranty starts again. The remaining period ofthe original warranty remains in effect, even after every repair or replacement carried out under this standardwarranty.

In the event of a defect in one or more of the above-specified components during the additional warranty periodof 1 year, we will provide a new or repaired component free of charge. The choice to proceed with repair orreplacement is ours. This extended warranty does not include labor or other costs that may be related to theremoval or replacement or installation of the parts covered by this extended warranty.

‍

The guarantee does not apply in case of:

• Damage due to improper use of the Icetub (see also the section above: 'Important for proper use of the Icetub:');
• Damage from moving the Icetub or (own) transport thereof, unless we move the Icetub;
• If you leave the Icetubs engine off or on the ‘Cooling’ setting outside at or below freezing point;
• Damage from taking products, such as glasses or toys, into the Icetub;
• If there is something other than ice-cold water in the Icetub or has been;
• Damage caused by normal wear and tear or neglect;
• Loss caused by fire, flood or rainwater, theft, pests or insect infestations or unreasonable exposure of the product outdoors;
• Damage caused because the product is not installed, operated, maintained, or used in accordance with Icetubs' instructions and specifications;
• Damage caused by unauthorized modifications, accidents, misuse, use of incorrect voltage, power surges, thunderstorms or self-performed repairs without consulting Icetubs;
• Damage caused by improper use of corrosive chemicals;
• Damage caused by use of salts;
• Damage caused by water or other fluids penetrating the electrical components due to negligence;
• Damage caused by severe overheating of the product due to negligence, such as covering the product's fans or when the surface for heat exchanges is covered with objects such as towels, clothes, or when the system is placed too close to a wall;
• Improper use or neglected using of consumables such as filters, water hoses, and covers;
• Damage caused by extensively resetting the engine after an error without fixing the underlying issue;
• Damage from intentional and/or reckless actions by you or a third party.

This warranty excludes all other possible warranties, conditions, and commitments. Both explicitly and implicitly. 

‍

B. TERMS OF SALE AND DELIVERY

Article 1  Applicability of these conditions  

1. These conditions apply to all legal relationships in which we act as seller or supplier of products. Allprovisions of these conditions are in force between you and us, as far as these conditions have notbeen expressly deviated from in writing by you or us.
2. The applicability of any other general terms and conditions is hereby expressly rejected. These conditions also apply to all agreements for the execution of which third parties must be involved.
3. If we tacitly allow a deviation from these conditions, this does not affect our right to demand immediate and strict compliance with the conditions.
4. If and insofar as any of the provisions of these conditions are wholly or partially null and void or are annulled, then the other provisions of these conditions will remain fully in force, and we will establish provisions to replace the null and void and/or annulled provisions, taking into account as much as possible the purpose and intent of the null or annulled provision. We will, if desired, consult with you about the exact wording of these new provisions.
5. Uncertainties about the content of the conditions or situations that are not regulated in these conditions should be assessed in the spirit of these conditions.

Article Offer 2 and conclusion of agreement

1. Our offer (every quotation or proposition) is entirely non-binding unless expressly agreed otherwise in writing. An offer expires if the product it pertains to becomes unavailable in the meantime. Apparent mistakes or errors in an offer do not bind us.
2. The description in an offer is detailed enough to enable a good evaluation by you. If we use images, they are a truthful representation of our offerings. However, all images, specifications, and/or data in an offer are indicative and cannot be a reason for compensation or dissolution of the agreement. We cannot guarantee that the colors shown in images accurately match the real colors of the product.
3. Every offer susceptible to a distance contract contains sufficient information for you to understand the rights and obligations attached to accepting the offer. This particularly includes the price including taxes, any shipping costs, the manner in which the agreement will be formed and the actions required for it, the applicability of the right of withdrawal, the method of payment, delivery, and execution of the agreement, and the applicable general terms and conditions.
4. An agreement is established after we have confirmed the assignment in writing within 8 days to you.
5. In the case of a distance contract with you (as a consumer), the agreement is established at the moment you accept the offer and comply with the conditions set. If you have accepted the offer electronically, we will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by us, you can dissolve the agreement.
6. If the acceptance deviates from the offer, we are not bound by it. The agreement will not be established according to this deviant acceptance unless we explicitly accept it in writing.
7. A composite price statement does not oblige us to perform part of the agreement for a corresponding part of the stated price. Previous quotations, offers, prices, and/or rates do not automatically apply to new assignments and/or agreements.
8. Orders and/or agreements accepted by us are deemed to be determinative only by type and brand. If a package, execution, model, type, etc., has been changed, we are discharged by delivery of the changed package, execution, model, type, etc., at the standard price for it.

Article 3 Delivery

1. Unless expressly agreed otherwise in writing, delivery occurs 'ex works': as long as the products to be delivered are in our warehouse and/or storage, they are at our expense and risk.
2. You are obliged to take delivery of the purchased products at the moment they are delivered to you. If you refuse acceptance or are negligent in providing information or instructions necessary for delivery, the products will be stored at your risk and responsibility. In that case, you will be liable for all additional costs, including at least storage and transport costs.
3. We have the right to have certain tasks performed by third parties if and as far as the proper execution of the assignment requires it. We also have the right to deliver from third-party stock, provided it has not been expressly agreed that delivery will occur from our stock.
4. An agreed delivery time is not a strict deadline unless expressly agreed otherwise in writing. In the case of late delivery, you must therefore explicitly put us in default in writing and allow us a reasonable period to still deliver before there is a default on our part. An agreed term begins to run from the moment you have provided all the information requested by us.
5. Furthermore, an agreed delivery time is always subject to uninterrupted labor conditions and material supply, uninterrupted transport, and timely delivery by our suppliers, so that we can adhere to the delivery time.
6. We are allowed to deliver sold products in parts. This does not apply if a partial delivery has no independent value. If the products are delivered in parts, we are authorized to invoice each part separately.
7. If the agreement is executed in phases, we can suspend the execution of those parts belonging to a next phase until you have approved the results of the preceding phase in writing.
8. In the case the date of actual delivery is postponed at your request and/or due to your actions, or you request partial delivery and/or goods are not collected by you, the risk of the goods nevertheless passes to you from the moment these goods are identified in our administration and/or storage space as your goods. From this moment, we are entitled to invoice the goods. Any additional costs for extra transport, storage, insurance, and/or other additional costs are at your expense.
9. In the case of a distance contract, we will provide the following information with the product to you in writing or in such a way that you can store it in an accessible manner on a durable data carrier: our address for complaints, the conditions for using the right of withdrawal, the information about guarantees and existing after-sales service.

Article 4 Samples, models and data

1. If we show or provide a model, sample, and/or example, this is always only indicative: the qualities of the products to be delivered may differ from the sample, model, or example.
2. Data, in whatever form, and catalogs provided by us, can be changed by us without prior notice and are therefore not binding.
3. We always have the right to determine that products deemed appropriate by us are only delivered in certain minimum quantities.
4. Models, samples, examples, etc., provided by us remain our property, unless expressly agreed otherwise in writing.
5. Models, samples, examples, etc., provided by you to us remain your property and are binding for you, unless expressly agreed otherwise in writing.

Article 5 Payment

1. Unless expressly agreed otherwise, payment must be made within 30 days of the invoice date, expressly without discount or setoff, by transferring the amount due to NL86 RABO 0319590712 in the name of Icetubs B.V. After the expiration of the 30 days or expressly agreed in writing, payment term after the invoice date, you are in default; from the moment of default, you owe interest on the due amount equal to the statutory interest rate.
2. In case of liquidation, bankruptcy, or suspension of payment of you or when the application of the debt restructuring scheme is pronounced concerning you, your obligations will become immediately due.
3. Payments made by you always serve first to settle all due interest and costs, secondly to settle payable invoices that have been outstanding the longest, even if you state that the satisfaction relates to a later invoice.
4. We can, within legal frameworks, ascertain whether you can meet your payment obligations, as well as all those facts and factors that are important for responsibly entering into the distance contract. If we have good grounds to not enter into the agreement based on this investigation, we are entitled to refuse an order or request or to attach special conditions to the execution.
5. Before we proceed with or continue delivery, you are required, at our express request, to pay an amount specified by us as a deposit and/or advance payment or to provide sufficient security for fulfilling your payment obligation. Your refusal to provide the requested security or to make an advance payment is considered a culpable shortcoming on your part.
6. All complaints about an invoice must be explicitly made in writing to us within 30 days of the dispatch date of the invoice. After the expiration of the aforementioned term, you are deemed to agree with the executed order and/or invoice. If payment has been made by you, we may and can assume that you agree with the content of the invoice.
7. From the moment of default until the day of complete satisfaction, you owe the statutory interest on the entire payable amount, as well as the extrajudicial costs incurred by us, respectively due. The extrajudicial costs will be calculated in accordance with the collection rate advised by the Dutch Order of Advocates in collection matters. If we have incurred higher costs, which were reasonably necessary, these will also be at your expense, as well as any incurred judicial and execution costs.

Article 6 Changes in Products to be Delivered and/or Circumstances

1. We are authorized to deliver products that differ from what has been agreed if the changes in the products to be delivered, the packaging, or accompanying documentation are required to comply with applicable legal regulations, or if they are minor changes that improve the product.
2. Should the circumstances of which you and we were aware at the time of the agreement's formation change in such a way that compliance with the agreement or part thereof cannot reasonably be expected from one of the parties, interim modification of the agreement will be discussed.
3. If the changed circumstances have arisen due to your actions, any resulting additional work will be charged to you.
4. Without being in default, we can refuse a request to change the agreement and/or assignment if this could have qualitative and/or quantitative consequences for the work to be performed and/or products to be delivered in that context.
5. As a buyer, you are obliged to report address changes to us in writing immediately. Products delivered to the last known address of the buyer with us are deemed to have been received.

Article 7 Cancellation, return shipment and right of withdrawal

1. If you cancel a contract with us, either in whole or in part (before delivery), you are obligated to reimburse all reasonable costs incurred by us in the execution of the contract, without prejudice to our right to compensation for direct and/or indirect damage resulting from the cancellation.
2. Orders and/or contracts for personalized products and/or custom work cannot be canceled once we have commenced or caused the execution of the order and/or contract. In such cases, you are obligated to accept delivery and fulfill all obligations arising from the contract between the parties, unless we explicitly determine otherwise in writing.
3. If you cancel a contract with us and the cancellation occurs within two weeks before the agreed delivery date, you are liable for the full invoice amount, in place of what is stated in the previous clause.
4. Return shipments are only accepted with our explicit written prior permission, under the following conditions:

• Products damaged or used due to your actions;
• Products that cannot be returned for hygiene reasons, such as at least stoves and tubs, unless we determine otherwise;
• Products packaged differently than in the undamaged and unmarked original packaging by you;
• Products not returned promptly, but in any case within 30 days of delivery;
• Products delivered under special conditions and/or prices, such as at least sale and/or promotional conditions;
• Personalized products or custom work for a company or individual, made according to your specifications;
• Products whose nature opposes return shipment.

5. You expressly state that none of the above conditions apply in your case when requesting a return shipment. The condition of the returned products upon arrival at our designated address determines our acceptance of the return shipment. We also determine whether the return shipment leads to crediting or exchanging the products for similar products.
6. In deviation from these terms, as a consumer, you have a period of 14 days after receiving the products to withdraw from a distance contract without giving any reason. In the case of service provision, this period starts from the day of the contract conclusion. Paragraph 4.a., b., c., e., f., and g. of this article are also explicitly applicable here.
7. If you, as a consumer exercising the right of withdrawal, have paid an amount, we will refund this amount as soon as possible, but no later than 14 days after withdrawal. This is on the condition that the products have already been received back by us or conclusive proof of complete return has been provided.

Article 8 Termination of the Agreement

All our claims on you are immediately due if:

1. Circumstances that have become known to us after the conclusion of the contract give good reason to fear that you will not fulfill your obligations;
2. If we have requested security for performance and this security is not provided or is insufficient within the specified period;
3. Due to delay on your part, it can no longer be demanded that we fulfill the contract under the originally agreed conditions;
4. You do not adhere to the payment conditions and/or otherwise fail to meet your obligations.In these cases, we are entitled to suspend further execution of the contract or to terminate the contract, without prejudice to our right to claim damages.

Article 9 Retention of Title

1. The products delivered by us remain our property until you have fulfilled all subsequent obligations from all agreements made with us.
2. If you fail to meet your obligations or there is a justified fear that you will not do so, we are entitled to remove or have removed the delivered products subject to retention of title, from you or third parties holding the product for you. You are obliged to provide all cooperation on penalty of a fine of 10% of the amount due per day.
3. If third parties wish to establish or assert any right to the products delivered under retention of title, you are obliged to inform us as soon as reasonably expected.
4. Upon our first request, you are obliged to:

• Insure the products delivered under retention of title against fire, explosion, water damage, and theft, and to show us the insurance policy;
• Pledge to us any claims you have against insurers regarding the products delivered under retention of title in the manner prescribed in Article 3:239 of the Dutch Civil Code;
• Pledge to us the claims you acquire against your customers when reselling products delivered by us under retention of title, in the manner prescribed in Article 3:239 of the Dutch Civil Code;
• Mark the products delivered under retention of title as our property;
• Cooperate in all reasonable measures we wish to take to protect our property rights concerning the products, which do not unreasonably hinder you in the normal exercise of your business.

Article 10 Defects and right of complaint

1. You must inspect the purchased products upon delivery - or as soon as possible thereafter. This involves verifying whether the delivered products comply with the agreement:

• If the correct products have been delivered;
• If the delivered products in terms of quantity (e.g., number and volume) correspond to the agreement;
• If the delivered products meet the agreed quality standards or, if these are lacking, the standards that may be set for normal use and/or trade purposes; 
• If there are any damages to the goods.

1. Visible defects or shortages should be reported to us in writing, preferably by email, within 14 days of delivery. We have the right to request control of visible defects and agreement at the time of delivery.
2. Non-visible defects must be reported to us in writing within 14 working days after discovery or the moment at which the defect(s) could reasonably have been discovered, but in any case within 3 months after delivery.
3. If a defect is reported later than the terms set in this article, you no longer have the right to repair, replacement, or compensation, unless the nature of the item or other circumstances of the case result in a longer term.
4. Changes in technical insights in the industry and/or government regulations are at your risk. Minor and/or technically unavoidable deviations in quality, dimensions, color, size, etc., do not constitute grounds for complaint. The same applies to color differences due to light incidence, weather influences, and/or as a reasonable accessory of craftsmanship.
5. Unless otherwise stated in writing by us, all custom work involves craftsmanship, and all logos and/or images or symbols are applied by hand.
6. When processing products at your request, especially printing and/or handwork, a reasonable risk of error must be taken into account. You expressly accept this risk by giving us the order.
7. If we recognize complaints, we have the right, to the exclusion of all your rights to compensation, either to take back the products and refrain from (further) delivery against repayment of the purchase price, or to demand that you keep the products against an adjusted reduction in the purchase price, or to follow up as soon as possible with free delivery and/or free repair. If redelivery is to take place outside the Netherlands, the additional costs of the redelivery are at your expense.
8. Even if you lodge a timely complaint, your obligation to pay and accept the products to be delivered remains as agreed. Products can only be returned to us after prior explicit written permission. Paragraphs 4 and 5 of this article also apply to return shipments.

Article 11 Prices and price increase

1. Prices are quoted excluding 21% VAT.
2. We are entitled to increase the price within 3 months after the conclusion of the contract. In this case, you have the right to dissolve the contract within 14 days of notification of the increase by us, which must be done explicitly in writing. After 3 months from the conclusion of the contract, we are entitled to a reasonable increase in the agreed price if a reason arises.

Article 12 Liability and indemnity

1. We are only liable to the extent indicated in this article. The limitations of our liability do not apply if the damage is due to our intentional or gross negligence.
2. We are never liable to you for costs, damages, and interests that may arise for us or third parties as a direct or indirect result of acts or omissions of persons employed by us or third parties engaged by us, or from products under or not under our supervision.
3. You are obliged to indemnify and compensate us for all damages, costs, and interests for which we may be held accountable by third parties concerning the previous clause. You also expressly indemnify us against all claims by third parties regarding the right of industrial and intellectual property on data provided by you to us, used in the execution of the contract.
4. We are never liable for consequential damages, which include, but are not limited to, business damage, damage due to business stagnation, and/or loss of profits of yours, related to (untimely) deliveries by us.
5. We are never liable if a product in your possession is damaged, no longer works, or is broken due to your actions or someone else's (who you have left with the product). See also the warranty conditions in these terms.
6. Our liability is always limited to the amount that will be paid out in the relevant case under our business liability insurance. If our insurer does not pay out, our liability is limited to the maximum amount invoiced for the product from which the damage resulted, or for that part of the order to which the liability relates.
7. We are not liable in cases of force majeure.
8. We are never liable for damage and/or consequences of the use, placement, and/or having a product of ours on festival and party grounds or during the rental for a festival, party, etc. This means that we are not only exempt from all damages to third parties, but this exemption also applies to grounds and other products.
9. If you provide us with information carriers, electronic files, or software, etc., you guarantee that these materials are free of viruses and defects. Any damage caused by the use of these materials will be compensated by you.

‍

Article 13 Force majeure

1. Force majeure includes, in addition to what is understood in law and jurisprudence, unforeseen circumstances that prevent the fulfillment of the obligation and are not attributable to us. These include, where these circumstances make fulfillment impossible or unreasonably difficult: strikes in companies other than ours, wild strikes or political strikes in our company; a general shortage of necessary raw materials and other products or services needed to achieve the agreed performance; unforeseeable stagnation at suppliers or other third parties on whom we depend; general transportation problems; government measures; illness; fire; earthquakes; theft; business or energy disruptions; force majeure at a third party engaged and technical malfunctions.
2. We also have the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after we should have fulfilled our obligation.
3. During the period of force majeure, we have the right to suspend our delivery and other obligations until the force majeure ceases, or to dissolve the agreement, without any obligation to compensate for damages in that case.
4. If we have already partially fulfilled our obligations at the onset of force majeure or can fulfill them, we are entitled to invoice the already delivered or deliverable part separately, and you are obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the already delivered or deliverable part has no independent value.
5. Force majeure of our suppliers is considered force majeure for us.

Article 14 Intellectual and industrial property

1. You are not allowed to remove or alter any indication of copyright, trademarks, trade names, or other intellectual property rights from our materials.
2. Imitation of the products and designs provided, sold, or delivered by us is prohibited, as is making them available to third parties who can reasonably be expected to imitate the relevant article or design.
3. In case of violation of the prohibitions in the above paragraphs of this article, you forfeit an unmodifiable fine of 5% of the purchase price with a minimum of €500.00 per case or per product. You also commit to imposing the prohibition contained in this article, along with the penalty clause, on your legal successors in the form of a chain clause, so that those legal successors and their legal successors are also bound to us in this respect.
4. In case of non-compliance with the obligation set out in the previous paragraph, you, or your legal successor, will forfeit an immediately payable and unmodifiable fine to us equal to the invoice amount per case.

Article 15 Final provisions

1. We are at all times authorized to make changes to these conditions. These changes take effect at the announced time of entry into force. If no time of entry into force has been communicated, changes take effect as soon as the change has been communicated to you. You, as a consumer, have the right to dissolve the contract in case of a significant change, pursuant to Article 6:237 sub c of the Dutch Civil Code.
2. The Dutch text of these conditions is binding and always decisive for the interpretation thereof.
3. All legal claims against us, including claims for compensation, expire and/or lapse after a period of 1 year from the time the respective claim or demand arose.
4. Only Dutch law is applicable.
5. The applicability of the Vienna Sales Convention is excluded.
6. Always applicable is the latest deposited version or the version that was valid at the time of the establishment of the legal relationship with us.