General conditions

The general terms and conditions of sale and delivery of BOW B.V. were last amended on March 25, 2025.

Article 1 - Definitions.

In these general terms and conditions, the following definitions shall apply:

BOW: the company as defined in Article 2 of these General Terms and Conditions;
Counterparty: the customer/client with whom BOW has entered into an Agreement;
Contract: any agreement / order between BOW and the Counterparty to provide services / supply goods by BOW to the Counterparty;
Parties: Counterparty and BOW together or each as an individual contracting party;
Written: notification by e-mail or mail;
Third Party(ies): other natural or legal persons who are not part of this Agreement;
Contract: any agreement / order between BOW and the Counterparty to provide Services / supply goods by BOW to the Counterparty;
Parties: Counterparty and BOW together or each as an individual contracting party;
Written: notification by email, post or WhatsApp;
Third Party(ies): other natural or legal persons who are not part of this Agreement;
Services: the Services offered by BOW which may include, but are not limited to, supplying, placing and installing the BOW systems.
Product(s): the Products clearly offered by BOW in the quotation which may include, but not be limited to, BOW systems, lighting, accessories and other interior items.

Article 2 - Identity of BOW

Company name: BOW B.V.

Street name and number: Bridge Street 11

Postal code and place of business: 7607 XJ Almelo

Chamber of Commerce number: 08212892

Article 3 - General provisions

These General Terms and Conditions shall apply to every offer and all (legal) acts of BOW and to every Contract concluded between BOW and the Contracting Party.
If the Agreement is concluded electronically, the Other Party will receive an electronic confirmation thereof.
Unless expressly agreed otherwise and in writing in, for example, the quotation, the applicability of other general terms and conditions is excluded.
Deviations or additions to these general terms and conditions are valid only if expressly agreed upon (and in writing).
If BOW does not always require strict compliance with these General Terms and Conditions, this does not mean that their provisions do not apply, or that BOW would to any extent lose the right to require strict compliance with the provisions of these General Terms and Conditions in other cases.
If and to the extent that any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as closely as possible to its content and purport so that it may be invoked.
BOW cannot guarantee that the work it performs will achieve the result desired by the other party. The accepted order shall lead to an obligation to perform to the best of one's ability and not to an obligation to achieve a result.
BOW shall be entitled to engage Third Parties for the performance of the Agreement.
The effect of art. 7:404 and/or 7:407 paragraph 2 of the Civil Code (hereinafter "BW") is/are excluded.

Article 4 - The offer

If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer. An offer or quotation expires if the Product to which the offer or quotation relates is not or no longer available.
The offer is valid for 30 days.
Any quotation or offer made should be regarded as a non-binding offer, unless otherwise agreed in writing. An offer without obligation may be revoked by BOW after acceptance.
It is possible that the offer uses images or drawings that are not delivered. All that is delivered is clearly described in the offer.
The offer contains a complete and accurate description of the Products and Services offered. The description shall be sufficiently detailed to enable the Other Party to make a proper assessment of the offer. Obvious mistakes or obvious errors regarding, for example, amounts displayed are not binding on BOW. Moreover, there may be differences between the illustrations and the Products. Any resulting damage cannot be recovered from BOW.

Article 5 - The Agreement

The Contract comes into effect when the Other Party accepts the offer and fulfills the conditions (if any) set out therein. The offer provided by BOW shall be accepted by the other party, whereupon BOW shall issue an order confirmation (Contract) to the other party in confirmation.
If any provision of these general terms and conditions or an Agreement turns out to be invalid or is nullified, this shall not affect the validity of the entire general terms and conditions or Agreement. The parties shall consult in order to agree a new provision to replace the void or voided provision, taking into account as far as possible the purpose and purport of the void or voided provision.
BOW reserves the right not to execute a Contract concluded, for example, if it has reasonable doubt or information that the Other Party will not or will not be able to fulfil its (financial) obligations. If BOW refuses, it shall inform the Other Party in Writing of the refusal within a reasonable period after the conclusion of the Contract.
The Other Party's right of suspension and right of offset are excluded if the Other Party is acting in the course of a profession or business, unless the Other Party is acting as a Consumer.
In addition to the previous paragraph, BOW shall be entitled to set off outstanding claims of the Counterparty.
These general terms and conditions also apply to future, additional and/or follow-up assignments.
Agreed (on) delivery deadlines are always indicative deadlines. The deadlines for delivery or completion are not deadlines. Exceeding a term therefore does not entitle the Other Party to compensation.
If the Counterparty has accepted the offer electronically, BOW shall immediately confirm receipt of acceptance of the offer electronically.

Article 6 - Modification, dissolution, cancellation and returns

If the Other Party fails to fulfil one or more of its obligations, fails to fulfil them on time or properly, is declared bankrupt, applies for a (temporary) moratorium and/or moratorium, proceeds to wind up its business, or if its assets are attached in whole or in part BOW shall be entitled to suspend performance of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default, either wholly or in part, by means of a Written declaration, at its discretion and always subject to any right it may have to compensation for costs, damage and interest.
If the Contract ends due to force majeure, BOW shall be entitled to payment for the hours already worked or investments made at the time of the termination of the Contract. This includes, for example, but is not limited to, any purchase, disposal and delivery costs thereof and the labor time reserved for the performance of the Agreement.
Modification of an Agreement (read order confirmation) shall be in writing. Modification is free of charge if it takes place within five days of issuing an Agreement (read order confirmation). Thereafter, the amendment costs are 10% with a minimum amount of €450.
Cancellation of an Agreement (read order confirmation) shall be in writing. Cancellation is 5% if it takes place within five days of issuing an Agreement (read order confirmation). Until the date of delivery, the cancellation fee is 50%. From date of delivery, the cancellation fee is 90%.
The other party shall be entitled to return Products to BOW only with BOW's prior written consent. BOW will inform the Other Party whether the Other Party may return the Products or whether it will retrieve the Products. Products specially customized for the Other Party and/or Products in a color other than white or black cannot be returned to BOW by the Other Party. In the event of a return by the Other Party, Products shall remain at the Other Party's expense and risk until BOW has received the Products. Returns that have not been preceded by a detailed complaint and written authorization to return by BOW are not permitted,=. Receipt of an unapproved return consignment does not imply BOW's consent to the return. In the event that the Contracting Party returns the Products contrary to this provision or appears to have returned them without valid reason, BOW shall keep the returned Products, insofar as these have not been refused by BOW, available for the Contracting Party, which shall be for the Contracting Party's account and risk. BOW will then hold the Products without any acknowledgement of the correctness of a complaint. Partial or processed Products and damaged Products will never be returned. The costs of return shipments shall always be borne by the Buyer.

Article 7 - Liability

BOW shall not be liable for indirect and direct damages. Not excluded is BOW's liability for damages resulting from intent or deliberate recklessness on BOW's part.
If BOW can nevertheless be held liable in a specific case, regardless of the provisions of this article, this shall only apply to direct damage. In such cases, BOW's total liability shall be limited to compensation for damage up to the amount of the fee (excluding VAT) stipulated for that Contract.
The amount of compensation shall never exceed the amount paid out by BOW's liability insurance.
If BOW can nevertheless be held liable for direct damages, then direct damages shall mean exclusively:
1. reasonable costs that the Other Party would have to incur to have BOW's performance conform to the Contract; however, such replacement damage shall not be compensated if the Contract is rescinded by or at the request of the Other Party;
2. reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general terms and conditions;
3. reasonable costs incurred to prevent or limit damage insofar as the Counterparty demonstrates that these costs have led to a limitation of damage within the meaning of these general terms and conditions.
The Counterparty shall indemnify BOW against any claims by Third Parties who suffer damage in connection with the performance of the Contract.

General liability provisions:

BOW gives no guarantees as to the result of the advice it provides. The Counterparty shall at all times remain responsible for the choices it makes on the basis of such advice, and BOW shall not be liable for any damages arising therefrom.
A condition for the existence of any right to compensation shall always be that the Contracting Party reports the damage to BOW in writing as soon as possible after it occurs. Any claim for damages against BOW shall lapse by the mere expiry of 12 (twelve) months after the claim arises.
BOW shall not be liable for damage caused by auxiliary persons as referred to in Art. 6:76 of the Dutch Civil Code.
BOW shall not be liable for damages of any nature whatsoever if BOW has relied on incorrect and/or incomplete data provided by the Other Party or if the Other Party has been late in providing such data.

Article 8 - Force majeure

Supplementary to the provisions of Article 6:75 of the Dutch Civil Code, BOW's failure to fulfil any obligation towards the Other Party shall not be attributable to BOW in the event of a circumstance beyond BOW's control, as a result of which BOW's fulfilment of its obligations towards the Other Party is prevented in full or in part or as a result of which BOW's fulfilment of its obligations cannot reasonably be required. Such circumstances shall include non-performance by suppliers or other third parties, power failures, computer viruses, DDoS attacks, trojan horses, cyber attacks, extreme weather conditions, fire and fire risks, the threat of war, pandemics, epidemics, quarantines, sick leave, incapacity for work, strikes, government measures and the failure of bicycles and equipment used to transport or assemble the Products.
If a situation as referred to in paragraph 1 of this Article arises as a result of which BOW is unable to fulfill its obligations to the Counterparty, those obligations shall be suspended for as long as BOW is unable to fulfill its obligations. If the force majeure situation has lasted 60 (sixty) calendar days, both Parties shall be entitled to dissolve the Contract in writing in whole or in part. In such a case, BOW shall not be obliged to compensate for any damage, even if BOW enjoys any advantage as a result of the force majeure situation.

Article 9 - Warranty and maintenance

BOW guarantees that the Products comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the Dutch, legal provisions and/or government regulations existing on the date the Agreement was concluded.
The warranty periods for BOW's Products are the same as those of BOW's supplier. In principle, it is two years for moving, rotating and electrical parts and five years on all other parts.
The warranty is void if:
1. The Other Party has installed, repaired and/or modified the Products delivered or has had them installed, repaired and/or modified by Third Parties which are not companies certified or approved by BOW;
2. The Products delivered are exposed to abnormal conditions or otherwise carelessly handled or contrary to BOW's instructions. BOW supplies a maintenance manual with each BOW system. Maintenance should be carried out strictly in accordance with the manual. This manual is also available through the BOW website. BOW offers a service program to extend the warranty period;
3. The inadequacy results in whole or in part from regulations that the government has made or will make regarding the nature or quality of the materials used.
The Other Party shall ensure proper maintenance of the BOW units. Every year the ventilation system must be cleaned in accordance with our maintenance schedule. BOW offers a subscription for annual maintenance, information about this can be found on the website. If the user maintains it himself, this should be done by following the instructions in the maintenance booklet that comes with each BOW and can be found on the BOW website. If the BOW is not demonstrably serviced annually, the warranty is void.

Article 10 - Fees/Prices.

All amounts are in Euros and exclusive of sales tax and other governmental levies unless otherwise agreed.
BOW reserves the right to apply a price increase once a year.
Agreed amounts shall be based on cost-determining factors at the time of the offer. BOW reserves the right, three months after the conclusion of the Contract, to pass on to the other party any changes in cost-determining factors which BOW cannot reasonably influence, such as increases in excise duty, social security charges, insurance premiums or turnover tax, up to a maximum of 20% of the original amount.
BOW shall also be entitled to increase the amounts, as mentioned in the offer, above the maximum of 20% as in the previous paragraph. In that case, the Other Party shall be entitled to immediate termination at the time the price change takes effect. BOW will always notify the Other Party of such a price change 1 (one) month before it takes effect.
A composite quotation shall not obligate BOW to perform part of the Contract at a corresponding part of the quoted amount.
Discounts and quoted amounts do not automatically apply to future Agreements.

Article 11 - Payment and billing

Insofar as not otherwise provided for in the Agreement or additional terms and conditions, the amounts owed by the Other Party must be paid within 30 (thirty) days from the invoice date.
BOW has three payment terms, unless otherwise agreed upon.
1. 60% upon acceptance of sales order
2. 30% for delivery
3. 10% on commissioning of BOW products.

For sales orders with a value of €2,500 or less, the entire amount will be invoiced for delivery.

The counterparty has a duty to report inaccuracies in payment information provided or stated to BOW immediately.
If the Counterparty fails to meet its payment obligation(s) on time, it will be notified by BOW of the late payment and the Counterparty will be granted a seven-day period to still meet its payment obligations. If payment is not made within this seven-day period, the Other Party shall be in default. As a result, the Other Party will owe statutory (commercial) interest on the outstanding amount. In addition, BOW will be entitled to charge the extrajudicial collection costs it has incurred.
In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, BOW's claims against the Counterparty and the Counterparty's obligations to BOW shall be immediately due and payable.
The payments made by the Counterparty will always serve to settle in the first place all interest and costs due, in the second place the due and payable invoices that have been outstanding the longest, even if the Counterparty indicates that the payment relates to a later invoice.

Article 12 - (Re)delivery

The place of delivery shall be the address made known to BOW by the Other Party.
BOW retains the option to have the performance of the Agreement carried out in parts.
If delivery of an ordered Product proves impossible, BOW will make every effort to provide a replacement Product. At the latest upon delivery, but if possible even before shipment, it will be clearly and comprehensibly notified that a replacement Product is being delivered.
The risk of damage and/or loss of Products shall rest with BOW until the time of delivery and placement with the Customer or a representative designated in advance and made known to BOW, unless expressly agreed otherwise.
All delivery terms are indicative. The Other Party cannot derive any rights from any terms mentioned. Exceeding a term does not entitle the Other Party to compensation.

Obligations of the Other Party upon delivery or completion:

During execution of the Agreement it is possible that changes may be necessary. If this is necessary, the Parties will discuss this. This may affect delivery times. This will not result in an obligation for BOW to pay compensation.
Delivery shall be at BOW's expense. If no one is present at the time of delivery of the Products who is entitled to take delivery of the Products, BOW shall charge additional storage and transportation costs for the next delivery.
The Other Party is obliged to facilitate that BOW or the Third Parties hired by BOW for this purpose, have full space and possibilities for the delivery and/or installation or assembly of the Products in question. This includes, in any case, the provision of a proper floor plan and a completed 'installation form' provided by the Other Party. If the Other Party fails to do so, the Other Party must bear the additional costs. This also applies to the possibilities of delivery such as size of elevator or width of street. Late delivery of this information may affect the delivery date.

Article 13 - Complaints

The other party may no longer invoke a defect in the performance if it has not submitted a written complaint to BOW within five working days of delivery via the complaint form, accompanied by photographs. If there is a visible defect on delivery, a period of 48 (forty-eight) hours shall apply.
The Counterparty must give BOW at least four weeks to propose a solution.
If a complaint is not reported to BOW within the time periods specified in the preceding paragraphs, the Product shall be deemed to comply with the Agreement and to function in accordance with the Agreement.
Complaints do not suspend the Other Party's obligation to pay and purchase if the Other Party is acting in the course of a profession or business.
If BOW incurs costs in investigating a complaint and the complaint is found to be objectively unjustified, BOW is entitled to recover the costs incurred for this from the Competition Party.

Article 14 - Transfer

Rights and obligations of the Other Party under this Agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with effect under property law as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 15 - Retention of title

Ownership of all items sold and delivered by BOW to the Contracting Party shall remain with BOW:
1. as long as the Other Party has not paid claims under the Agreement or previous similar Agreements;
2. as long as the Other Party has not paid claims arising from future Agreements that relate to situations as defined in Article 3:92 paragraph 2 of the Dutch Civil Code;
3. as long as the Other Party has not yet paid for the work performed or to be performed under this or similar Agreements;
4. and as long as the Other Party has not yet satisfied BOW's claims for failure to perform such obligations, including claims relating to fines, interest and costs, all as referred to in article 3:92 of the Dutch Civil Code.
The Other Party is not authorized to pledge or otherwise encumber the items subject to retention of title.
When exercising the retention of title, BOW shall be entitled to unhindered access to the Product. The other party shall provide BOW with all cooperation in order to enable BOW to exercise the retention of title by repossessing the Product, including any dismantling required for that purpose. The other party hereby unconditionally and irrevocably authorizes BOW or a third party to be appointed by BOW, in all cases in which BOW wishes to exercise its property rights, to enter all those places where the property is located and to take the goods there.
If the Other Party has acquired ownership of the goods delivered under retention of title by accession or mixing and the Other Party has not yet paid the claims referred to in paragraph 1, the Other Party shall be obliged, at BOW's request, to transfer ownership of the delivered goods back to BOW. If this requires the establishment of a right of superficies as referred to in Art. 5:101 of the Civil Code, the Other Party shall be obliged to cooperate.
If third parties seize goods delivered under retention of title or wish to establish or assert rights to them, the Other Party shall be obliged to inform BOW of this as soon as may reasonably be expected.

Article 16 - Additional work

If, at the request of the Other Party or at BOW's own request, with the Other Party's prior Written consent, BOW has performed work or other performance which falls outside the content or scope of the Contract, such work or performance shall be compensated by the Other Party in accordance with BOW's usual rates. The other party shall never be obliged to comply with such a request and may demand that a separate written Agreement be concluded for the purpose.
The work agreed upon by BOW shall in any case include the work listed in the offer. Anything beyond this shall in any case be regarded as additional work. This applies unless otherwise agreed in writing.
The Other Party accepts that work or performance as referred to in paragraph 1 of this Article may affect the agreed objectives and expectations.
Insofar as a fixed amount has been agreed for the provision of services, BOW will always inform the Counterparty in Writing in advance of the financial consequences of the additional work.

Article 17 - Use of data

BOW uses a monitoring system and management portal for the optimal use of its BOW systems. The Counterparty is obliged to inform its end users that BOW collects aggregated data on the use of the Product once the BOW system is installed. The processing and use of this data complies with BOW's privacy terms and conditions.

Article 18 - Intellectual property

All intellectual property rights pertaining to and/or resulting from the Contract executed by BOW rest with BOW. This means that the BOW Party is explicitly not permitted to have the design created by BOW executed by a Third Party.
The documents provided by BOW to the Counterparty are intended to be used exclusively by the Counterparty. The Other Party is not permitted to publish and/or reproduce the information received in any form whatsoever. This shall include editing, selling, making available, distributing and integrating - whether or not after editing - in networks, except that such disclosure and/or reproduction is permitted in Writing by BOW and/or such disclosure and/or reproduction arises from the nature of the Agreement with BOW.
BOW has the right to take the name and logo of the Counterparty, as well as photos of the delivered products on location to use as reference or promotion.
The Counterparty shall indemnify BOW against Third Party claims regarding intellectual property rights.
If BOW holds the copyright to a portrait commissioned by the Other Party, the Other Party gives BOW permission to publish the work. Such publication shall therefore not infringe the Other Party's portrait right.
If the Contracting Party acts in violation of this article, the Contracting Party shall owe an immediately payable penalty in the amount of €20,000 (twenty thousand), without prejudice to BOW's right to damages.

Article 19 - Secrecy

Confidentiality of all confidential information, which the Contracting Party has obtained from BOW in the context of the Contract, is mandatory for the Contracting Party. Information is confidential if so notified by BOW or if it reasonably follows from the nature of the information.
If the Counterparty violates paragraph 1 of this provision, the Counterparty shall owe BOW, regardless of whether the violation can be attributed to the Counterparty and without prior notice of default or court proceedings, an immediately payable penalty of €20,000 (twenty thousand) for each violation without the need for any damages without prejudice to BOW's other rights, including its right to claim damages in addition to the penalty.

Article 20 - Employee clause

During the term of the Contract, as well as for one year after its termination, the Counterparty shall not employ, or otherwise, directly or indirectly have employees of BOW who are or have been involved in the performance of the Contract work for it, except with BOW's prior Written consent.
Where appropriate, BOW will not withhold the relevant consent if the Counterparty has offered adequate compensation. Adequate indemnification is defined as at least compensation of 10 (ten) monthly salaries.

Article 21 - Exclusivity

For the duration of the Contract, the Counterparty grants BOW the exclusive right to perform the assigned Contract.

Article 22 - Applicable law

Contracts between BOW and the other party shall be governed exclusively by Dutch law.
Disputes between Parties shall be resolved as far as possible through proper consultation. All disputes between the Contracting Party and BOW shall be settled exclusively by the competent court in the district in which BOW has its registered office.

Article 23 - Survival

The provisions of these general terms and conditions and the Agreement that purport to retain their validity after the termination of the Agreement shall remain in full force after the termination of the Agreement.

Article 24 - Amendment or supplementation

BOW shall be entitled to amend or supplement these General Terms and Conditions unilaterally. In such case, BOW shall inform the other party of the amendments or additions in good time.
There will be a minimum of 30 (thirty) days between such notice and the effective date of the amended or supplemented terms.
If the change referred to in the previous paragraph is based on a valid reason stated in the agreement, the Other Party has no right to refuse the change or dissolve the agreement. An example of a valid reason is a change in the law which makes it necessary to amend the terms and conditions.

Article 25 - Sharing of customer data

BOW is part of the Entweder group.
All companies within the Entweder Group are leaders in office innovation. Because of this common mission and vision, customer data can and will be actively and strategically shared among the companies within the group.
This data exchange serves the higher purpose of exploiting synergies and creating undeniable win-win situations. The Entweder Group is aware of the significant overlap in customer interests and sees this as an opportunity to offer added value to its customers across the group.
The Entweder Group guarantees that strict compliance with applicable privacy laws is paramount in any data exchange. Robust measures are taken at all times to ensure the integrity and privacy of customer data.

Article 26 - Terms and conditions filed

These and future general terms and conditions of BOW have been filed with the Chamber of Commerce.