General terms and conditions

General terms and conditions of delivery Arli Group BV trading under the name Dutch Home Company

Version September 2025

Article 1: DEFINITIONS

Unless the context otherwise requires, capitalized words and expressions in the Terms and Conditions are defined words and expressions and have the following meanings:

  1. Offer/Offer : any offer by Arli to enter into an Agreement.
  2. General Terms and Conditions : these General Terms and Conditions of Delivery of Arli.
  3. Arli : the private limited liability company Arli Group BV, trading under the name Dutch Home Company, with its registered office in Almelo, registered in the Chamber of Commerce under number 06073466, being the user of the General Terms and Conditions.
  4. Consumer : any natural person who acts for purposes which are outside his trade, business, craft or profession.
  5. Distance purchase : the agreement with a Consumer in which Arli has made exclusive use of one or more distance communication techniques up to and including the conclusion of the Agreement (such as sales exclusively via Arli's website or online store).
  6. Order : a quotation request, order, assignment or purchase order from the Counterparty to Arli with regard to Products to be delivered.
  7. Agreement : any Agreement between the Parties concerning the sale and delivery of Products and/or associated services by Arli to the Other Party.
  8. Party(ies) : Arli and/or the Counterparty.
  9. Product(s) : all tangible items that Arli supplies to the Counterparty.
  10. Counterparty : the Consumer, natural person(s) acting in a commercial or professional capacity and/or legal entity(ies) to whom Arli makes an Offer and/or with whom Arli enters into an Agreement to supply Products and/or associated services.

Article 2: APPLICABILITY

  1. The General Terms and Conditions apply to all Offers and Agreements with Arli. Deviations from these provisions are only valid if expressly agreed upon in writing in advance.
  2. The General Terms and Conditions also apply to Agreements with Arli, for the execution of which Arli must engage third parties.
  3. If the General Terms and Conditions have applied to any (previous) Agreement, they shall automatically – without any separate agreement being needed between the Parties – apply to any subsequent Agreement concluded between the Parties, unless expressly agreed otherwise in writing between the Parties with respect to the Agreement in question.
  4. Arli expressly rejects the applicability of any general or specific (purchase) terms and conditions used by the Counterparty to any Agreement, unless and after Arli has expressly declared the aforementioned terms and conditions applicable to the Agreement in writing. Acceptance in this manner of the applicability of the Counterparty's terms and conditions to an Agreement does not under any circumstances imply that those terms and conditions tacitly apply to any subsequently concluded Agreement.
  5. In the event of the nullity or annulment by the Counterparty of one or more provisions of the Terms and Conditions, the remaining provisions of the Terms and Conditions will remain fully applicable to the Agreement. The Parties will consult with each other to replace a null and void or annulled provision of the Terms and Conditions with a provision that is valid or non-nullifiable and that best reflects the purpose and intent of the null and void or annulled provision.
  6. To the extent an Agreement deviates from one or more provisions of the General Terms and Conditions, the provisions of the Agreement shall prevail. The remaining provisions of the General Terms and Conditions shall remain fully applicable to the Agreement.

Article 3: OFFERS

  1. All offers, price lists, etc. are non-binding, unless they contain a term for acceptance specified by Arli. If a quote or offer contains a non-binding offer and this is accepted by the Counterparty, Arli has the right to revoke the offer within five (5) days of receipt of Arli's acceptance.
  2. Arli is entitled to charge for the costs associated with preparing, developing and offering the Offer, provided that Arli has previously indicated in writing the dueness and amount of these costs.
  3. Samples and models shown and/or provided by Arli, as well as information on colors, sizes, and other descriptions in Arli's brochures, promotional materials, websites, or social media, are as accurate as possible but are for illustrative purposes only. No rights can be derived from these, unless the Parties have expressly agreed otherwise in writing.
  4. Arli explicitly reserves the right to make changes to its Product (also) during the term of its information material, including catalogues, offers, promotions, etc.

Article 4: FORMATION OF THE AGREEMENT

  1. Subject to the other provisions of the General Terms and Conditions, an Agreement will only be concluded:
    1. by acceptance by the Counterparty of an Offer;
    2. by written order confirmation of an order provided by the Counterparty (orally or in writing) other than on the basis of an Offer;
    3. because Arli actually carries out an order from the Counterparty.
  2. The Agreement supersedes and replaces all prior proposals, correspondence, agreements or other communications between the Parties prior to entering into the Agreement, however much they may differ from or conflict with the Agreement.
  3. Notwithstanding the preceding paragraphs of this article, Arli reserves the right to refuse orders. The Counterparty will be notified of such a refusal, with or without a reason. Any payment already made will, of course, be refunded to the account of the bank or credit card company from which the payment originated.
  4. Amendments and/or additions to the Agreement will only be valid after written acceptance by Arli. Arli is not obligated to accept amendments and/or additions to an Agreement and is entitled to demand that a separate Agreement be entered into. Arli is authorized to charge the Other Party for any costs related to the amendment and/or additions to the Agreement.
  5. Commitments by and agreements with subordinates or representatives of Arli only bind Arli to the Counterparty if and to the extent that these commitments and/or agreements have been confirmed or confirmed in writing by Arli to the Counterparty.

Article 5: PRICES & PRICE CHANGES

  1. All prices stated are in GBP and – unless expressly stated otherwise – exclude packaging, transport and delivery costs (in the broadest sense) and also exclude sales tax and/or other government-imposed levies of any nature whatsoever.
  2. If between the date of conclusion of the Agreement and the delivery of the Product, the cost price of the ordered Product, materials used, increases and/or wages, employment conditions or social provisions are changed by the government and/or trade unions, Arli is entitled to pass these increases on to the Other Party.
    In the event that the Counterparty is a Consumer, if the price is increased and charged within three (3) months after the conclusion of the Agreement, the Consumer has the option to terminate the Agreement.
  3. If a new price list is issued and/or comes into effect by Arli and/or its suppliers between the aforementioned dates as referred to in the previous article, Arli is entitled to charge the prices stated therein to the Counterparty, or to apply the provisions of the previous article.
    In the event that the Counterparty is a Consumer, if the price is increased and charged within three (3) months after the conclusion of the Agreement, the Consumer has the option to terminate the Agreement.
  4. If the government changes the sales tax (VAT) percentage, a settlement will take place between the Parties in accordance with the statutory provisions.
  5. All claims of Arli on the Counterparty are immediately due and payable in the following cases:
    1. if, after the conclusion of the Agreement, Arli becomes aware of circumstances that give it good reason to fear that the Other Party will not meet its obligations, this shall be entirely at Arli's discretion;
    2. if Arli has asked the Counterparty to provide security for the performance as referred to in Article 5.3 upon concluding the Agreement and this security is not provided or is insufficient;
    3. in the event of liquidation, bankruptcy or application for bankruptcy or suspension of payments of the Counterparty or – insofar as the Counterparty is a natural person/Consumer – the Natural Persons Debt Restructuring Act (WSNP) becoming applicable to the Counterparty.

Article 6: DELIVERY TIME

  1. Specified delivery times and deadlines within which the Product must be delivered are always indicative only and can never be considered a deadline, unless expressly agreed otherwise. Exceeding the agreed delivery time does not under any circumstances entitle you to compensation. In the event of late delivery of the Product, Arli must therefore first be notified of the default in writing and, in consultation with Arli, be granted a reasonable period to rectify the situation.
  2. The delivery time specified by Arli commences when agreement has been reached on all (technical) details, all necessary data and the like are in the possession of Arli and all necessary conditions for the execution of the Agreement have been met.
  3. When determining the delivery time, Arli assumes that it can carry out the order under the circumstances that existed at the time the Agreement was concluded.
  4. If circumstances differ from those known to Arli at the time the Agreement was concluded, Arli may extend the delivery time by the time necessary to perform the Agreement under the changed circumstances. If, as a result, the work cannot be accommodated in Arli's schedule, it will be carried out/completed as soon as Arli's schedule permits.
  5. If Arli suspends its obligations due to a breach by the Counterparty, the delivery time will be extended by the duration of the suspension. If the work cannot be accommodated within Arli's schedule as a result, it will be carried out/completed as soon as Arli's schedule permits.
  6. Arli shall only be in default with respect to Products after exceeding an agreed delivery term, or after an extension of the delivery term pursuant to paragraphs 4 and 5 of this article, if it has received written notice of default from the Other Party, granting it a term of at least one (1) month to deliver and if compliance with this term also fails to occur within this term. In the event of termination, the Other Party shall not be entitled to compensation, unless the exceeding of the latter term is the result of intent or gross negligence on the part of the management of Arli and/or its managerial subordinates.

Article 7 DELIVERY, TRANSPORT AND RISK

  1. Delivery in the Netherlands will be made free of charge to the specified address based on a net goods value of €250.00 or more excluding VAT, unless otherwise agreed in writing.
  2. The Counterparty is responsible for the accuracy of the delivery addresses provided by it or by third parties, such as end customers. Any (additional) costs related to this will be borne by the Counterparty.
  3. If the Product is delivered in installments, each delivery will be considered a separate transaction.
  4. Arli has fulfilled its delivery obligation by making the Products available to the Counterparty, or a third party designated by the Counterparty, such as an end customer, at the agreed time in its warehouse or the warehouse of a third party engaged by Arli. The delivery document and/or accompanying attachments from the carrier signed by or on behalf of the Counterparty or a third party constitutes full proof of Arli's delivery of the Products listed on the delivery document and/or accompanying attachments.
  5. The Counterparty is obligated to cooperate in the acceptance of the Products. If the Counterparty refuses to accept the Products offered for delivery or if it proves impossible to deliver the offered Products, Arli will, after giving notice of default to the Counterparty, store the Products in question for fifteen (15) business days after the date of offer at a location of its choosing. After this period, Arli is no longer obligated to keep the Products ordered by the Counterparty available to the Counterparty and is entitled to sell the Products to a third party or otherwise dispose of them. The Counterparty nevertheless remains obligated to fulfill the Agreement by accepting the Products in question at Arli's first request at the agreed price, while the Counterparty is also obligated to compensate Arli for any damages resulting from the Counterparty's earlier refusal to accept the Products in question, including storage and transport costs.
  6. Delivery will be made once to an address specified by the Counterparty, even if the ordered Product is intended by the Counterparty to be distributed to multiple addresses. The Counterparty guarantees the accessibility of the destination/unloading location and is responsible for unloading. Unloading will take place at the Counterparty's expense and risk and, if applicable, by its personnel with the assistance and direction of Arli's driver. Additional costs incurred due to non-compliance with the provisions of this article will be borne by the Counterparty.
  7. Arli is entitled to request advance payment or security from the Counterparty in respect of the fulfilment of financial obligations before proceeding to deliver the Product.
  8. Unless expressly agreed otherwise in writing between the Parties, export and import duties, customs clearance costs, taxes and any other government charges of whatever nature associated with the transport and delivery of Products by Arli shall be borne by the Counterparty.
  9. If the delivery of the Product cannot take place normally or without interruption due to causes beyond Arli's control, Arli is entitled to charge the additional costs resulting therefrom to the Counterparty.
  10. All expenses incurred by Arli at the request of the Counterparty shall be borne entirely by the Counterparty, unless otherwise agreed in writing.
  11. Arli is authorised to engage third parties to implement the agreement.
  12. The risk of loss or damage to Products shall pass to the Counterparty at the time they are placed in the actual possession of the Counterparty or an agent used by the Counterparty (including a carrier), unless explicitly agreed otherwise in the Agreement. The Products shall be transported by or on behalf of Arli uninsured, unless the Counterparty requests Arli in a timely manner to insure the Products during transport at the Counterparty's expense (and/or otherwise provided in the Agreement).
  13. Arli may use packaging for the transport of the Products. These costs will be charged to the Counterparty. The Counterparty is entitled to a refund of this amount, provided the packaging is in good condition – which is at Arli's discretion. Upon receipt of the returned packaging, Arli will assess, at its discretion, whether the condition of the packaging is sufficient to refund the value. If and to the extent that Arli rejects the packaging, the Counterparty will receive notification from Arli within thirty (30) days of its return. If the Counterparty has not complained within one week of receipt of the rejection of the packaging, Arli is entitled to destroy the packaging.
  14. The Counterparty is entitled to exchange the packaging to be returned as referred to in paragraph 13 of this article for packaging for new products to be delivered instead of receiving payment. In that case, Arli will not charge any packaging costs for the Products to be delivered. The same rules regarding rejection as referred to in paragraph 13 of this article apply to exchanges.

Article 8: PAYMENT

  1. Unless otherwise agreed, payment of Arli's invoice must be made within thirty (30) days of the invoice date.
  2. The Counterparty is not entitled to suspend its obligations under the Agreement.
    This article does not apply if the Counterparty is a Consumer.
  3. If an invoice has not been paid in full after the expiry of the period referred to in the previous article, then:
    1. Arli has the authority to charge the Counterparty a credit restriction surcharge of 2% from that time onwards, without any further notice of default being required; and
    2. Arli has the authority to charge the Counterparty default interest equal to the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code plus 2% without any notice of default being required. Parts of a month are considered full months in this context;
    3. all other outstanding invoices are also immediately due and payable.
  4. In the event the Counterparty is a Consumer, Arli is only authorised to charge the statutory interest as referred to in Article 6:119 of the Dutch Civil Code and the aforementioned credit restriction surcharge does not apply.
  5. In addition to the rights mentioned in the previous article, Arli is also entitled to claim from the Counterparty all extrajudicial costs incurred as a result of the non-payment (or late payment). These costs are calculated according to the Scale for Extrajudicial Collection Costs.
    In the event that the Counterparty is a Consumer, the extrajudicial costs are only due after the payment term as referred to in the first paragraph of this article has expired and the Consumer has been given written notice of default by Arli to pay the calculated extrajudicial costs within fourteen (14) days from the day after this letter has been delivered to the Consumer.
  6. If the Counterparty fails to meet its payment obligations on time, Arli is authorized to suspend the fulfillment of its obligations to the Counterparty for the delivery of the Product until full payment has been made or security accepted by Arli has been provided. Arli may also request such security if it reasonably suspects that there are reasons to doubt the Counterparty's creditworthiness.
  7. Payments made by the Counterparty shall always first be applied to settle all interest and extrajudicial costs owed and only then to settle the oldest outstanding invoices, even if the Counterparty indicates that the payment relates to a later invoice.

Article 9: RESERVATION OF OWNERSHIP

  1. The Product delivered by Arli remains the property of Arli until the Counterparty has settled all its claims under the relevant Agreement. The Counterparty is obligated to keep the Products subject to retention of title identifiable to Arli and/or to make them separate from each other and from other items held by the Counterparty.
  2. The Product delivered by Arli, which is subject to the retention of title pursuant to the previous article, may only be resold in the normal course of business. In other cases, the transferability of the Product, as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code, is excluded. If the Product is still subject to the retention of title, the Counterparty is not authorized to pledge the Product or to establish any other right to it.
  3. Arli has the right to request the Counterparty to establish a lien on the delivered Product pursuant to Article 3:237 of the Dutch Civil Code if the Counterparty fails to fulfill its obligation to pay the full purchase price and any additional costs. The Counterparty is obligated to cooperate in establishing the lien. Arli also has this authority if the delivered Product is processed, altered, or otherwise accessioned by the Counterparty before full payment, as a result of which Arli loses its retention of title.
  4. If the Counterparty fails to fulfill its obligations or if there is reasonable fear that it will not do so, Arli is entitled to remove, or have removed, the delivered Product subject to the retention of title referred to in paragraph 1 of this article from the Counterparty or third parties holding the item for the Counterparty. The Counterparty is obligated to provide full cooperation in this regard, under penalty of a fine of 10% of the total value of the Agreement for each day it remains in default. This does not affect Arli's right to claim additional damages.
  5. Counterparty undertakes at Arli's first request:
    • to insure and keep insured the Product delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection;
    • to pledge all claims of the Counterparty on insurers with regard to the Product delivered under retention of title to Arli in the manner prescribed in Article 3:239 of the Dutch Civil Code;
    • to pledge to Arli, in the manner prescribed in Article 3:239 of the Dutch Civil Code, the claims that the Counterparty obtains, if applicable, against its Counterparty upon resale of the Product delivered by Arli under retention of title; and
    • to cooperate in other ways with all reasonable measures that Arli wishes to take to protect its ownership rights with regard to the Products and which do not unreasonably hinder the Other Party in the normal exercise of its business.
  6. In the event of a delivery of Products to the Counterparty in a territory other than the Netherlands, then – if and as soon as they are located in the territory of the country in question – a comparable retention of title under the law of the country in question shall also apply with respect to the Products in question – in addition to the retention of title under Dutch law referred to in paragraph 1 of this article – provided that with respect to the Agreement, Dutch law shall apply exclusively in accordance with Article 20.

Article 10: INTELLECTUAL PROPERTY RIGHTS

  1. All intellectual property rights, including – but not limited to – copyrights, model rights, patents and trademark rights, (hereinafter: “Intellectual Property Rights”) with regard to all data (such as reports, documents, drawings, images, materials, technical descriptions, designs, etc.) and Products supplied or otherwise made available by Arli to the Counterparty, belong exclusively to Arli or its licensors.
  2. Only after payment of the amount owed to Arli as a result of a concluded Agreement, will the Counterparty be entitled to a right of use in respect of the foregoing.
  3. If and to the extent that Intellectual Property Rights arise during the performance of the Agreement, these Intellectual Property Rights shall vest exclusively in Arli. The Counterparty shall, at Arli's first request, perform all acts necessary for the transfer of Intellectual Property Rights to Arli and/or the registration and enforcement of Intellectual Property Rights for Arli's benefit. The Counterparty irrevocably authorizes Arli to sign all such documents on its behalf, including a deed of transfer, without prejudice to the Counterparty's obligation to comply with the foregoing upon first request.
  4. Counterparty shall not make any changes to the data and Products on which Intellectual Property Rights of Arli or its licensors rest, including but not limited to designations of trade names and/or trademarks.
  5. Counterparty shall not use or disclose the data and the Product supplied or otherwise made available to Counterparty by Arli, including the Intellectual Property Rights therein, without Arli's prior written consent.
  6. In the event of a third party claim in connection with the Product or Intellectual Property Rights of Arli, regardless of whether this claim is directed against the Counterparty and/or directly against Arli, it is solely up to Arli to determine whether, and if so in what manner, Arli and/or the Counterparty will respond to this claim.
  7. Counterparty shall indemnify Arli against all claims from third parties relating to data made available by Counterparty to Arli for the purpose of performing the Agreement.

Article 11: INVESTIGATION, COMPLAINT PERIOD AND LIMITATION PERIOD

  1. The Counterparty is obligated to inspect the Products immediately upon delivery, but no later than three (3) business days later, for any visible defects and/or damage, or to carry out this inspection after Arli has notified the Counterparty that the Products are available and has informed Arli in writing thereof. After the aforementioned period, these defects can no longer be complained about.
  2. Any hidden defects must be reported in writing within ten (10) days, but no later than twelve (12) months after delivery. After this period, these defects can no longer be reported.
  3. Complaints about invoices must also be submitted to Arli in writing within thirty (30) days. After that period has expired, the Counterparty is deemed to have approved the invoice.
  4. Any complaints do not affect the payment obligation of the Counterparty.
  5. Any timely and justified complaints will be resolved in accordance with the article below.
    This article applies to Consumers only to the extent permitted by law.

Article 12: WARRANTIES AND EXCEPTIONS

  1. Within the limits of the following provisions, Arli undertakes to repair and/or replace free of charge any defects that were already present at the time of delivery and/or completion but only become apparent within a period of three (3) months after delivery and/or completion. The aforementioned period varies per product category, but is always at least three (3) months. If and to the extent that a Product is supplied with a manufacturer's warranty, the obligation to repair or replace the item rests solely with the importer or manufacturer, in view of which Arli will send the item to the importer or manufacturer. Arli will represent the interests of the Other Party to the best of its ability, but is not responsible for the period within which the importer or manufacturer ensures repair or replacement.
  2. The obligation described in the previous article extends only to defects that were not reasonably detectable at the time of delivery or handover and that manifest themselves under normal operating conditions and proper use of the Product. It does not extend to defects resulting from inadequate maintenance by the Counterparty, changes made without Arli's written permission, repairs carried out by the Counterparty, or normal wear and tear or defects for which the Counterparty is liable.
  3. If the delivered item is naturally occurring, it may contain minor contamination. Such minor contamination does not constitute a defect.
  4. In the event of external imperfections resulting from the nature and quality of the materials used (for example, shrinkage cracks), the Counterparty shall have no grounds for recourse thereto, unless such imperfections are the result of the use of materials of inferior quality or of unskilled use or application of materials by Arli.
  5. Standard specifications are only binding on Arli if this has been expressly stated in writing, whereby a tolerance that is considered reasonable according to common opinion applies, which will not exceed approximately 10%.
  6. Minor deviations in size, colour, surface, structure and other minor defects do not constitute grounds for liability and/or rejection.

Article 13: LIABILITY

  1. Arli's liability on the grounds of an attributable shortcoming is in all cases limited to remedying the identified defects or to properly delivering or performing the agreed work, up to a maximum value of the invoice amount charged to the Counterparty in this regard.
  2. Except for the previous article, Arli is not liable for indirect damages, such as consequential damages, pollution damages, loss of income or profit, lost savings, and damages due to business stagnation.
  3. The above-mentioned limitations of Arli's liability do not apply if the damage is the result of intent or deliberate recklessness on the part of Arli, its directors or its de facto managers.
  4. The Counterparty must notify Arli in writing as soon as possible, but no later than four (4) weeks after the occurrence of damage or a defect. Damage or a defect of which Arli is not notified within the aforementioned period will not be eligible for compensation/repair, unless the Counterparty can demonstrate that it could not reasonably have notified Arli of the damage or defect earlier. If the Counterparty is a Consumer, the limitation period referred to in this article is one (1) year.
  5. Only if it is legally established that Arli, despite the provisions of the first two paragraphs of this article, is liable for any damage, liability will be limited to compensation for direct damage only, up to a maximum amount equal to the value of the Agreement. If the Agreement is (primarily) a long-term agreement with a term of more than one year, the aforementioned amount will be set at the total of the compensation (excluding VAT) agreed for one year, namely the year in which the damage or defect occurred. In no event will the total compensation for direct damage exceed the amount paid by Arli's insurer in this regard. If and to the extent that, for whatever reason, no payment is made under the aforementioned insurance, the total compensation for direct damage is capped at €50,000 (fifty thousand euros). Direct damage within the meaning of this article is understood to mean exclusively:
    1. the reasonable costs incurred by the Counterparty to ensure that Arli's performance complies with the Agreement;
    2. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this article;
    3. reasonable costs incurred to prevent or limit damage, to the extent that the Counterparty demonstrates that these costs have led to a limitation of direct damage within the meaning of this article.
  6. The Counterparty indemnifies Arli against all third-party claims for compensation for damages arising from or related to the performance of the Agreement. If the Counterparty is a Consumer, this article applies only to the extent permitted by law.
  7. Arli is not liable for (the consequences of) advice, technical data or instructions provided.
  8. The exclusions or limitations mentioned in this article with regard to Arli's statutory liability do not apply if the Counterparty is a Consumer.

Article 14: FORCE MAJEURE

  1. In the event of a non-attributable failure to perform the Agreement on the part of Arli, and/or on the part of third parties/suppliers engaged by Arli for the performance of the Agreement, Arli shall be entitled to suspend the performance of its obligations towards the Other Party for a reasonable period to be determined by it, or to terminate the Agreement concluded between the Parties without being liable for any damages. If the aforementioned situation occurs after the Agreement has been partially performed, the Other Party shall be obliged to fulfil its (payment) obligations towards Arli in accordance with Article 8 of these General Terms and Conditions.
  2. Circumstances that shall constitute a non-attributable failure to perform on the part of Arli shall include: war, riot, mobilization, domestic and foreign unrest, government measures, strikes and lockouts by workers or the threat thereof; machinery breakdowns; disruption of exchange rates existing at the time the Agreement is concluded; business disruptions due to fire, accident or other incidents; infectious diseases, epidemics, pandemics and their consequences; natural phenomena, regardless of whether the failure or untimely performance occurs at Arli, its suppliers or third parties engaged by Arli for the performance of the Agreement.

Article 15: DISSOLUTION

  1. The Counterparty waives all rights to (partially) terminate the Agreement pursuant to Article 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless termination has been agreed upon pursuant to the article below. The exclusions or limitations contained in this article regarding the future authority to terminate the Agreement do not apply if the Counterparty is a Consumer.
  2. Termination by the Counterparty is only possible if Arli agrees. In this case, the Counterparty is obligated to pay Arli, in addition to compensation for at least one-third of the value of the Agreement, to accept Products already ordered, whether or not processed, at cost price. The Counterparty is liable to third parties for the consequences of the termination and indemnifies Arli in this regard.
  3. Arli shall have the right to terminate the Agreement with the Counterparty with immediate effect by means of a written notice without further prior notice of default or to discontinue further deliveries without being liable for any damages, without prejudice to any rights to which it is entitled, if the Counterparty, despite proper notice of default, culpably fails to fulfil any obligation incumbent upon it.
  4. Without prejudice to the provisions of the other articles of these General Terms and Conditions, the Agreement concluded between the Counterparty and Arli shall be dissolved without judicial intervention and without any notice of default being required, if applicable, at the time at which the Counterparty is declared bankrupt, applies for provisional suspension of payments, or loses the power of disposition and/or legal capacity with respect to its assets or parts thereof through seizure, placement under guardianship or otherwise, unless the trustee or administrator recognizes the obligations arising from the Agreement as estate debt. In the event that the Counterparty in any way fails to immediately fulfill its obligations towards Arli, all that it owes to Arli by virtue of any obligation shall become immediately and fully due and payable.
  5. In the event of termination, any amounts already paid by the Counterparty will never be refunded. Furthermore, Arli reserves the right to claim damages for attributable failure to perform.

Article 16: THIRD PARTY PRODUCTS

  1. If and to the extent Arli supplies third-party Products to the Counterparty, the terms and conditions of that third party will apply to those Products, provided Arli has notified the Counterparty of this in writing, replacing any deviating provisions in these General Terms and Conditions. These terms and conditions are made available by Arli. If and to the extent the third party's terms and conditions are deemed inapplicable to the relationship between Arli and the Counterparty for any reason, only the provisions of these General Terms and Conditions will apply.

Article 17: CONFIDENTIALITY

  1. The Parties are obligated to maintain confidentiality of all confidential information about each other that they have obtained from each other or from other non-public sources in connection with the Agreement. Information is considered confidential if a Party has indicated this or if it arises from the nature of the information.
  2. If, on the basis of a statutory provision or a court order, a Party is obliged to provide confidential information to third parties designated by law or the competent court, and this Party cannot invoke a right of non-disclosure recognised or permitted by law or by the competent court, then this Party shall not be obliged to pay damages or compensation and the other Party shall not be entitled to terminate the Agreement on the grounds of any damage arising as a result.

Article 18: MISCELLANEOUS

  1. Arli declares that it will comply with all relevant laws and regulations regarding the protection of personal data when performing the Agreement. If and to the extent that personal data is processed for and/or jointly with the Other Party in connection with the performance of the Agreement, the parties will enter into the additional agreement(s) required for this purpose under privacy laws and regulations.
  2. Arli and the Counterparty are independent parties who are not authorized to represent each other or to enter into agreements on each other's behalf, to provide guarantees or to make commitments.
  3. Counterparty may not transfer (as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code), assign, subcontract, encumber or otherwise dispose of any rights and/or obligations under any Agreement with Arli without Arli's prior written consent.
  4. Arli has the right to transfer the fulfillment of its obligations and/or the exercise of its rights arising from this Agreement to one or more third parties. By accepting the General Terms and Conditions, the Counterparty expressly consents to this transfer. Arli will notify the Counterparty in writing of such transfer. If the Counterparty is a Consumer, the Consumer has the option to terminate the Agreement within two (2) weeks of the aforementioned notification.
  5. If the Counterparty, for whatever reason, has or will acquire one or more claims against Arli, the Counterparty has no right to offset these claims. This waiver of the right to offset also applies if the Counterparty files for a suspension of payments or is declared bankrupt.
  6. If Arli does not always require strict compliance with these Terms and Conditions, this does not mean that the provisions thereof do not apply, or that Arli in any way loses the right to demand strict compliance with the provisions of these Terms and Conditions in other cases.
  7. If the Counterparty supplies Products to Consumers, the Counterparty hereby complies with the consumer legislation applicable in the relevant country.

Article 19: MARKETPLACE BAN

  1. Without the express prior written consent of Arli, the Counterparty (or a company belonging to the same group or otherwise affiliated with the Counterparty) is not permitted to use online marketplaces to sell Arli products in the European Economic Area. An online marketplace is a third-party commercial website that connects sellers with buyers to enable direct purchases, such as Amazon, Bol.com, fonQ, Leen Bakker, Blokker, or similar marketplaces. The Counterparty is fully permitted to sell Arli products through its own online store and/or use advertising websites to refer potential customers to its own online store.
  2. Counterparty shall impose a restriction similar to the restriction in the preceding paragraph on its possible reseller(s).
  3. Arli is entitled to discontinue or temporarily suspend the delivery of Arli products to the Counterparty if the Counterparty or its reseller uses online marketplaces for the sale of Arli products in the European Economic Area.
  4. The Counterparty will immediately notify Arli if it becomes aware that a party other than Arli is distributing Arli's products through online marketplaces in the European Economic Area. If the Counterparty becomes aware that its reseller is distributing Arli products through online marketplaces in the European Economic Area without Arli's prior written consent, the Counterparty will (i) cease or temporarily suspend supply to the reseller, and (ii) comply with Arli's reasonable requests to enforce compliance by the reseller.

Article 20: APPLICABLE LAW AND JURISDICTION

  1. Dutch law applies to every agreement between Arli and the other party. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
  2. All disputes between Arli and the Counterparty will be submitted to the competent court in the district where Arli is legally established. If the Counterparty is a Consumer, the court with jurisdiction under the law will have jurisdiction.

Article 21: AMENDMENT OF GENERAL TERMS AND CONDITIONS AND TERMINATION OF LONG-TERM AGREEMENTS

  1. Arli is authorized to unilaterally amend these Terms and Conditions at any time, except if the Counterparty is a Consumer. These amendments will take effect at the time announced by Arli. Arli will send these amended Terms and Conditions to the Counterparty in a timely manner. If no effective date has been communicated, amendments will take effect for the Counterparty as soon as they are notified.
  2. If a long-term agreement exists between the Parties, Arli is entitled to terminate the Agreement(s) at any time, effective immediately, without notice. In such a case, the Other Party is not entitled to any compensation.



ADDITIONAL PROVISIONS FOR ORDERS PLACED BY A CONSUMER VIA DISTANCE PURCHASE
The following provisions of these Terms and Conditions apply only in the event an Agreement has been concluded via a Distance Selling Agreement between the Consumer and Arli. If the above provisions conflict with the provisions below, the provisions below will prevail. In all other cases, the provisions of these Terms and Conditions remain fully applicable.

Article 22: RIGHT OF WITHDRAWAL AND RETURNS

  1. For Products that the Consumer orders directly from Arli via Distance Selling, a cooling-off period applies as described in the second paragraph of the article.
  2. The ordered Products must be inspected upon receipt for any errors, imperfections, or damage. These must be reported to Arli by email to info@dutchhomecompany.com within fourteen (14) days of receipt. The Consumer may also use the "Model Withdrawal Form," available on Arli's website. The Consumer may also invoke the right of withdrawal by means of an unambiguous statement.
  3. The right of withdrawal does not apply to personalized Products (i.e. Products that have been manufactured based on the specification(s) provided by the Consumer) and/or Products that have been mixed with other items.
  4. If the Consumer cancels the order in a timely manner and, if applicable, returns the ordered Products, the Consumer may exchange them for other Products or receive a refund of the purchase price, if applicable, including the shipping costs paid to Arli, subject to the provisions of the fifth paragraph. If the Consumer keeps some of the Products, the Consumer will only receive a refund for the purchase price of the returned Products, not the shipping costs.
  5. Within fourteen (14) days of the Consumer's timely revocation and, if applicable, Arli's receipt of the returned Products, Arli will instruct the bank or credit card company used to place the original order to refund the Consumer the amount already paid (including any standard shipping costs). If applicable, any higher shipping costs for the original shipment from Arli to the Consumer, which the Consumer chose, than the least expensive standard delivery method offered by Arli, will not be reimbursed by Arli.
  6. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer. If damage has occurred due to defective shipping packaging or if the Consumer has damaged the Products, Arli reserves the right, without prejudice to its other rights, to recover the costs/damages incurred from the Consumer.
  7. By law, the Consumer is entitled to a sound Product that meets the Consumer's reasonable expectations. Arli will resolve any issue with the Product's soundness as quickly as possible.

Article 23: COMPLAINTS PROCEDURE

  1. Arli has a sufficiently well-publicized complaints procedure and handles the complaint in accordance with this complaints procedure, see the second paragraph of the article.
  2. Complaints regarding the performance of the Agreement must be submitted fully and clearly described to Arli by e-mail ( info@dutchhomecompany.com ) within seven (7) days after the Consumer has discovered the defects.
  3. Complaints submitted to Arli will be answered within fourteen (14) days from the date of receipt. If a complaint requires a foreseeably longer processing time, Arli will respond within fourteen (14) days with a confirmation of receipt and an indication of when the Consumer can expect a more detailed response.
  4. The Consumer will give Arli at least four (4) weeks to resolve the complaint by mutual agreement. If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to the dispute resolution procedure, as described in the following article.
  5. In case of complaints that cannot be resolved by mutual agreement, it is possible to register complaints via the European ODR platform ( http://ec.europa.eu/odr ) or to submit the dispute to the court as described in Article 20, paragraph 2, of these General Terms and Conditions.
  6. A complaint does not suspend the Consumer's obligations, unless Arli indicates otherwise in writing.
  7. If a complaint is found to be justified by Arli, Arli will, at its discretion, either replace, repair or refund the delivered Products free of charge.