Terms & Conditions B2B

Coolenator For Business — B2B Terms & Conditions

Article 1. General

1. These Terms & Conditions (“Terms”) govern all offers, quotations, orders, and agreements for the sale and delivery of Coolenator products via the CoolenatorForBusiness website and/or direct sales channels.
2. These Terms apply exclusively to business customers acting in the course of their trade, business, craft, or profession (“Customer”). Consumer purchases are excluded.
3. Deviations from these Terms are only valid if confirmed in writing by Coolenator.
4. If any provision is void or unenforceable, the remaining provisions remain in full force. Parties will replace the invalid provision with a valid one that best matches the original intent.
5. Coolenator may amend these Terms at any time. The version applicable is the version in force at the time the order is placed, unless mandatory law requires otherwise.
6. If Coolenator uses third-party services (e.g., payment providers, carriers), the third party’s terms may apply to that service. In case of conflict, these Terms prevail for the sale relationship.

Article 2. Definitions

In these Terms: - Coolenator: van Noord beheer b.v., Nijverheidsweg 17L, 1074VM, Mijdrecht, The Netherlands, Chamber of Commerce number 34135819 (or the selling entity stated on the invoice). - Customer: any legal entity or natural person acting in a professional capacity. - Products: physical products sold by Coolenator (including accessories such as freezer bullets). - Agreement: the purchase agreement concluded between Coolenator and Customer. - Website: the CoolenatorForBusiness website and related ordering portals.

Article 3. Offers, quotations, and order formation

1. All offers and quotations are non-binding unless explicitly stated otherwise.
2. Product descriptions, images, and specifications are provided for information. Minor deviations (e.g., color, finish, tolerances) do not constitute non-conformity.
3. An Agreement is formed when Coolenator confirms the order in writing (including email) or when Coolenator ships the Products.
4. Coolenator may refuse orders or set additional conditions (e.g., minimum order quantities) at its discretion.

Article 4. Prices, VAT, and taxes

1. Unless stated otherwise, all prices are exclusive of VAT, shipping costs, and any other levies.
2. For deliveries outside the Netherlands, VAT treatment depends on the delivery country and the Customer’s VAT status. The invoice is leading.
3. For deliveries outside the EU, import duties, customs clearance fees, and local taxes are for the Customer, unless explicitly agreed otherwise in writing.
4. Coolenator may change prices at any time. Price changes do not affect confirmed orders.

Article 5. Payment terms (prepayment)

1. Prepayment only: orders are processed and shipped only after full payment has been received by Coolenator.
2. If payment is not received (or is reversed/charged back), Coolenator may cancel the order or suspend delivery.

Article 6. Delivery, shipping, and risk transfer

1. Delivery times are estimates unless explicitly agreed as a fixed deadline.
2. Unless agreed otherwise, delivery is made to the address provided by the Customer.
3. Shipping costs are for the Customer, unless explicitly agreed otherwise in writing.
4. Risk of loss or damage to the Products transfers to the Customer upon delivery.
5. If the Customer fails to accept delivery, Coolenator may store the Products at the Customer’s expense and risk.

Article 7. Inspection, complaints, and non-conformity

1. The Customer must inspect the Products immediately upon receipt.
2. Visible defects or transport damage must be reported in writing within 48 hours after delivery, including photos and (if applicable) carrier documentation.
3. Other defects must be reported in writing within 7 days after discovery.
4. Failure to report within these periods may result in loss of the right to claim.

Article 8. Returns and cancellations (B2B)

1. B2B orders are final. There is no statutory right of withdrawal for business customers.
2. Non-personalised Products: returns may be accepted only if Coolenator has provided prior written approval and the Products are unused, in original packaging, and resalable.
3. Return shipping is for the Customer. Coolenator may also deduct outbound shipping costs and may charge a reasonable handling/restocking fee.
4. Personalised/customised Products are non-returnable and non-cancellable once production has started.

Article 9. Warranty and liability related to the Product

1. Coolenator provides a one-year warranty on Products in case of normal use, starting on the date of delivery, unless stated otherwise on the invoice or product page.
2. Warranty does not apply if damage results from:

• intentional acts or omissions;
• improper use, negligent maintenance, or failure to follow instructions;
• normal wear and tear;
• repairs by third parties;
• extreme conditions (e.g., fire, flood);
• opening, dismantling, or modifying the Product.

1. If a defect is covered, Coolenator may, at its discretion, repair the Product, replace it, or provide a credit/refund for the defective Product.
2. Coolenator’s liability per event is limited to the invoice value of the affected Products, and in all cases limited to the amount paid out by Coolenator’s liability insurer.
3. Coolenator is only liable for direct damage. Indirect or consequential damages are excluded, including (but not limited to) lost profits, lost revenue, business interruption, or reputational damage.
4. Nothing in these Terms limits liability where such limitation is not permitted by mandatory law.

Article 10. Customization and artwork (corporate orders)

1. Where Products are customized (e.g., logo colors, full print designs, packaging), the Customer is responsible for supplying correct artwork and specifications.
2. The Customer warrants it owns or has the right to use all provided logos, trademarks, and designs and indemnifies Coolenator against third-party claims.
3. Proofs/visuals (digital or physical) must be approved by the Customer in writing. After approval, changes may cause delays and additional costs.
4. Minor deviations in color, placement, and finish may occur due to production methods and do not constitute a defect.

Article 11. Retention of title (eigendomsvoorbehoud)

1. All delivered Products remain the property of Coolenator until the Customer has fully paid all amounts due under the Agreement.
2. Until title transfers, the Customer must handle the Products with due care and may not pledge or encumber them.

Article 12. Force majeure

1. Coolenator is not liable for failure to perform due to force majeure, including (but not limited to) supplier delays, transport disruptions, strikes, fire, government measures, or system outages.
2. In case of force majeure, Coolenator may suspend obligations for the duration of the event or terminate the Agreement if performance becomes permanently impossible.

Article 13. Intellectual property

1. All content on the Website (text, images, logos, designs, software) is owned by Coolenator or its licensors and is protected by intellectual property laws.
2. Nothing in these Terms transfers any IP rights to the Customer, except as strictly necessary to use the Products.

Article 14. Assignment and subcontracting

1. Coolenator may subcontract performance to third parties.
2. The Customer may not assign rights or obligations under the Agreement without Coolenator’s prior written consent.
3. Coolenator may transfer its rights and obligations to a third party.

Article 15. Exclusion of CISG

The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention 1980) is expressly excluded.

Article 16. Applicable law and disputes

1. The Agreement and these Terms are governed by Dutch law.
2. Any disputes will be submitted to the competent court in the Netherlands.

Article 17. Contact

For questions about B2B orders, invoices, delivery, or warranty, contact Coolenator via the contact details provided on the Website.