General terms and 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 apply:

BOW: the company as defined in article 2 of these general terms and conditions;
Counterparty: the client/customer with whom BOW has concluded an Agreement;
Agreement: any agreement / order between BOW and the Counterparty for the provision of services / delivery of goods by BOW to the Counterparty;
Parties: The Counterparty and BOW jointly, or each as an individual contracting party;
In writing: communication by e-mail or post;
Third party/parties: other natural or legal persons who are not part of this Agreement;
Agreement: any agreement / order between BOW and the Counterparty for the provision of Services / delivery of goods by BOW to the Counterparty;
Parties: The Counterparty and BOW jointly, or each as an individual contracting party;
In writing: communication by e-mail, post or WhatsApp;
Third party/parties: 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, the delivery, placement and installation of the BOW systems.
Product(s): the Products clearly offered by BOW in the quotation, which may include, but are not limited to, the BOW systems, lighting, accessories and other interior items.

Article 2 – Identity of BOW

Company name: BOW B.V.

Street name and number: Brugstraat 11

Postal code and city: 7607 XJ Almelo

Chamber of Commerce number: 08212892

Article 3 – General provisions

These general terms and conditions apply to every offer and all (legal) acts of BOW and to every Agreement concluded between BOW and the Counterparty.
If the Agreement is concluded electronically, the Counterparty will receive an electronic confirmation thereof.
Unless explicitly agreed otherwise in writing, for example in the quotation, the applicability of other general terms and conditions is excluded.
Deviations from or additions to these general terms and conditions are only valid if they have been explicitly agreed in writing.
If BOW does not always demand strict compliance with these general terms and conditions, this does not mean that the provisions thereof do not apply, or that BOW would in any way lose the right to demand strict compliance with the provisions of these general terms and conditions in other cases.
If and insofar as, on the grounds of reasonableness and fairness or the unreasonably onerous nature, no appeal can be made to any provision of these general terms and conditions, the relevant provision shall in any case be assigned a meaning that corresponds as closely as possible in terms of content and scope, so that an appeal can be made to it.
BOW cannot guarantee that the result desired by the Counterparty will be achieved with the work performed by it. The accepted assignment leads to an obligation to perform to the best of one's ability and not to an obligation to achieve a specific result.
BOW is entitled to engage Third Parties for the execution of the Agreement.
The effect of Article 7:404 and/or 7:407 paragraph 2 of the Dutch 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 will be explicitly stated in the offer. A quotation or offer will lapse if the Product to which the quotation or offer relates is not or no longer available.
The quotation is valid for 30 days.
A quotation or offer should be regarded as a non-binding offer, unless otherwise agreed in writing. A non-binding offer can be revoked by BOW after acceptance.
It is possible that images or drawings that are not supplied are used in the offer. Everything that is supplied is clearly described in the quotation.
The offer contains a complete and accurate description of the offered Products and Services. The description is sufficiently detailed to enable the Other Party to make a proper assessment of the offer. Obvious mistakes or errors regarding, for example, displayed amounts are not binding on BOW. In addition, there may be differences between the images and the Products. BOW cannot be held liable for any damage resulting from this.

Article 5 – The agreement

The Agreement is concluded at the moment of acceptance by the Other Party of the offer and compliance with the (possibly) stipulated conditions. The quotation provided by BOW is accepted by the other party, after which BOW provides an order confirmation (Agreement) to the Other Party as confirmation.
If a provision of these general terms and conditions or an Agreement proves to be void or is annulled, this does not affect the validity of the entire general terms and conditions or Agreement. The parties will enter into consultation in order to agree on a new provision to replace the void or annulled provision, whereby the purpose and scope of the void or annulled provision will be taken into account as much as possible.
BOW reserves the right not to implement a concluded Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) meet its (financial) obligations. If BOW refuses, it will notify the Other Party in Writing of the refusal within a reasonable period after the conclusion of the Agreement.
The Other Party's right of suspension and right of set-off are excluded if the Other Party acts in the exercise of a profession or business, unless the Other Party acts as a Consumer.
In addition to the previous paragraph, BOW has the right of set-off in the event of outstanding claims from the Other Party.
These general terms and conditions also apply to future, additional and/or follow-up assignments.
Agreed (delivery) periods are always indicative periods. The (delivery) periods are not strict deadlines. Exceeding a deadline therefore does not entitle the Other Party to compensation.
If the Other Party has accepted the offer electronically, BOW will immediately confirm receipt of the acceptance of the offer electronically.

Article 6 – Amendment, dissolution, cancellation and returns

If the Other Party fails to fulfil one or more of its obligations, fails to do so on time or properly, is declared bankrupt, applies for (provisional) suspension and/or postponement of payment, proceeds to liquidate its company, and when its assets are seized in whole or in part, BOW has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default, in whole or in part, by means of a Written statement, all at its discretion and always with retention of any right accruing to it to compensation of costs, damage and interest.
If the Agreement ends due to force majeure, BOW is entitled to payment of the hours already worked or investments made at the time of termination of the Agreement. This includes, but is not limited to, any costs of supply, removal and delivery thereof and the working time reserved for the execution of the Agreement.
Changes to an Agreement (read: order confirmation) must be made in Writing. Changes are free of charge if they take place within five days after the issue of an Agreement (read: order confirmation). After that, the change costs are 10% with a minimum amount of € 450.
Cancellation of an Agreement (read: order confirmation) must be done in Writing. Cancellation is 5% if this takes place within five days after the issue of an Agreement (read: order confirmation). Up to the date of delivery, the cancellation costs are 50%. From the date of delivery, the cancellation costs are 90%.
The other party is only entitled to return Products to BOW after prior written consent from BOW. BOW will inform the Other Party whether the Other Party can return the Products or whether it will collect the Products. Products specially made to measure for the Other Party and/or Products in a colour other than white or black cannot be returned to BOW by the Other Party. In the event of a return shipment by the Other Party, Products remain at the expense and risk of the Other Party until BOW has received the Products. Returns that have not been preceded by a detailed complaint and written permission from BOW to return are not permitted. Taking receipt of an unapproved return shipment does not imply permission from BOW for the return shipment. In the event that the Other Party returns the Products in spite of this provision or appears to have returned them without valid reason, BOW will keep the returned Products available for the Other Party, insofar as these have not been refused by BOW, which will be at the expense and risk of the Other Party. BOW will then retain the Products without any acknowledgement of the correctness of a complaint. Products that are wholly or partially processed or damaged will never be taken back. The costs of return shipments are always for the account of the buyer.

Article 7 – Liability

BOW is not liable for indirect and direct damage. Not excluded is the liability of BOW for damage resulting from intent or deliberate recklessness of BOW.
If BOW can nevertheless be held liable in a specific case, regardless of the provisions of this article, this only applies to direct damage. In those cases, the total liability of BOW will be limited to compensation of damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).
The amount of compensation will never be greater than the amount paid out by BOW's liability insurance.
If BOW can nevertheless be held liable for direct damage, direct damage is exclusively understood to mean:
1. reasonable costs that the Other Party would have to incur to bring BOW's performance into line with the Agreement; however, this replacement damage will not be compensated if the Agreement is dissolved 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 Other Party demonstrates that these costs have led to the limitation of damage within the meaning of these general terms and conditions.
The Other Party indemnifies BOW against any claims from Third Parties who suffer damage in connection with the execution of the Agreement.

General provisions regarding liability:

BOW does not provide any guarantees regarding the result of the advice it provides. The Other Party remains responsible at all times for the choices it makes based on this advice, and BOW is not liable for any damage resulting from this.
A condition for the existence of any right to compensation is always that the Other Party reports the damage to BOW in writing as soon as possible after it occurs. Any claim for compensation against BOW expires by the mere lapse of 12 (twelve) months after the claim arises.
BOW is not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
BOW is not liable for damage, of any nature whatsoever, because BOW has relied on incorrect and/or incomplete information provided by the Other Party or if the Other Party has provided this information too late.

Article 8 – Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming on the part of BOW in the fulfillment of any obligation towards the Other Party cannot be attributed to BOW in the event of a circumstance independent of the will of BOW, which wholly or partially prevents the fulfillment of its obligations towards the Other Party or which makes the fulfillment of its obligations cannot reasonably be demanded of BOW. These circumstances include defaults by suppliers or other Third Parties, (power) outages, computer viruses, DDoS attacks, trojan horses, cyberattacks, extreme weather conditions, fire (hazard), (imminent) danger of war, pandemics, epidemics, quarantines, sick leave, incapacity for work, strikes, government measures and the failure of bicycles and equipment with which the Products must be transported or assembled.
If a situation as referred to in paragraph 1 of this article occurs as a result of which BOW cannot fulfill its obligations towards the Other Party, those obligations will be suspended as long as BOW cannot fulfill its obligations. If the force majeure situation has lasted 60 (sixty) calendar days, both Parties have the right to terminate the Agreement in writing in whole or in part. In that case, BOW is not obliged to compensate 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 of the conclusion of the Agreement.
The warranty periods for BOW Products are the same as those of BOW's supplier. In principle, this is one year for moving, rotating and electrical parts and five years for all other parts.
The warranty will lapse if:
1. The Other Party has installed, repaired and/or modified the delivered Products or has had them installed, repaired and/or modified by Third Parties, while this is not a company certified or approved by BOW;
2. The delivered Products have been exposed to abnormal conditions or are otherwise treated carelessly or contrary to BOW's instructions. BOW provides a maintenance manual with every BOW system. Maintenance must be carried out strictly in accordance with the manual. This manual is also available via the BOW website. BOW offers a service program with which the warranty period can be extended;
3. The defectiveness is wholly or partially the result of regulations that the government has set or will set with regard to the nature or quality of the materials used.
The Other Party is responsible for proper maintenance of the BOW units. The ventilation system must be cleaned every year 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 themselves, this must be done via the instructions in the maintenance booklet that is included with every BOW and can be found on the BOW website. The warranty will lapse if it cannot be demonstrated that the BOW has been maintained annually.

Article 10 – Fee/Prices

All amounts are in euros and exclusive of sales tax and other levies imposed by the government, unless otherwise agreed.
BOW reserves the right to apply a price increase once a year.
The agreed amounts are based on cost-price-determining factors at the time of the offer. BOW reserves the right to pass on to the Other Party changes in cost-price-determining factors that arise three months after the conclusion of the Agreement and over which BOW cannot reasonably exercise any influence, such as increasing excise duties, social security contributions, insurance premiums or sales tax, up to a maximum of 20% of the original amount.
BOW also has the right 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 has the right to immediate termination at the moment the price change takes effect. BOW will always notify the Other Party of such a price change 1 (one) month before the price change is implemented.
A composite quotation does not oblige BOW to perform part of the Agreement for a corresponding part of the stated amount.
Discounts and quoted amounts do not automatically apply to future Agreements.

Article 11 – Payment and invoicing

Unless otherwise stipulated in the Agreement or additional conditions, the amounts owed by the Other Party must be paid within 30 (thirty) days of the invoice date.
Unless otherwise agreed, BOW has three payment terms.
1. 60% upon acceptance of the sales order
2. 30% before delivery
3. 10% upon commissioning of the BOW products.

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

The Other Party has a duty to report inaccuracies in provided or stated payment details to BOW immediately.
If the Other Party fails to meet its payment obligation(s) on time, BOW will point out the late payment to the Other Party and the Other Party will be granted a period of seven days to still meet its payment obligations. If payment is not made within this seven-day period, the Other Party will be in default. As a result, the Other Party will also owe statutory (commercial) interest on the outstanding amount. In addition, BOW is entitled to charge the extrajudicial collection costs it has incurred.
In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payment or debt restructuring within the framework of the WSNP (Natural Persons Debt Restructuring Act), the claims of BOW on the Other Party and the obligations of the Other Party towards BOW are immediately due and payable.
Payments made by the Other Party will always be used to settle all interest and costs owed in the first place, and secondly to settle due and payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.

Article 12 – Delivery/Completion

The place of delivery is the address that the Other Party has made known to BOW.
BOW retains the option of having the Agreement performed in parts.
If delivery of an ordered Product proves impossible, BOW will make an effort to make a replacement Product available. At the latest upon delivery, but if possible even before shipment, it will be reported in a clear and comprehensible manner that a replacement item is being delivered.
The risk of damage and/or loss of Products rests with BOW until the moment of delivery and placement with the Other Party or a previously designated representative made known to BOW, unless explicitly agreed otherwise.
All delivery times are indicative. The Other Party cannot derive any rights from any stated terms. Exceeding a term does not entitle the Other Party to compensation.

Obligations of the Other Party upon delivery/completion:

During the execution of the Agreement, changes may be necessary. If this is necessary, the Parties will consult. This may have consequences for completion times, which does not lead to an obligation to pay damages for BOW.
BOW will take care of the delivery. If no one is present at the delivery of the Products who is entitled to receive the Products, BOW will charge extra storage and transport costs for the next delivery.
The Other Party has the obligation to facilitate that BOW or the Third Parties hired by BOW for this purpose have full space and possibilities for the delivery and/or the installation or assembly of the Products in question. This includes in any case the provision of a proper floor plan and a completed 'in-house 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 the size of the elevator or the width of the street. Failure to provide this information in time may have consequences for the completion time.

Article 13 – Complaints

The Other Party can no longer invoke a defect in the performance if it has not submitted a written complaint to BOW via the complaint form, including photos, within five working days after delivery/completion. If there is a visible defect upon delivery/completion, a period of 48 (forty-eight) hours applies.
In any case, the Other Party must give BOW four weeks to make a proposal for a solution.
If a complaint has not been reported to BOW within the terms mentioned in the previous paragraphs, the Product will be deemed to comply with the Agreement and to function in accordance with the Agreement.
Complaints do not suspend the payment and acceptance obligation of the Other Party if the Other Party acts in the exercise of a profession or business.
If BOW incurs costs for investigating a complaint and the complaint proves to be objectively unfounded, BOW is entitled to recover the costs incurred from the Other 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 applies as a clause with proprietary effect as referred to in Section 3:83 subsection 2 of the Dutch Civil Code.

Article 15 – Retention of title

The ownership of all items sold and delivered by BOW to the Other Party remains with BOW:
1. as long as the Other Party has not fulfilled claims under the Agreement or previous similar Agreements;
2. as long as the Other Party has not fulfilled claims arising from future Agreements that relate to situations as described in Section 3:92 subsection 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 these 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 for fines, interest and costs, all as referred to in Section 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.
BOW will, when exercising the retention of title, be entitled to unimpeded access to the Product. The Other Party will provide BOW with all cooperation to enable BOW to exercise the retention of title by taking back the Product, including any disassembly that may be required for this purpose. The Other Party now gives unconditional and irrevocable permission to BOW or a Third Party to be appointed by BOW to enter all those places where the properties will then be located in all cases in which BOW wishes to exercise the property rights and to take those items with them.
If the Other Party has acquired ownership of the items delivered under retention of title by accession or mixing and the Other Party has not yet satisfied the claims as referred to in paragraph 1, the Other Party is obliged to transfer the delivered items back to BOW upon request. If the establishment of a right of superficies as referred to in Article 5:101 of the Dutch Civil Code is required for this, the Other Party is obliged to cooperate.
If Third Parties seize the items delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to inform BOW as quickly as can reasonably be expected.

Article 16 – Additional work

If BOW, at the request of the Other Party or at its own request, with the prior Written consent of the Other Party, has performed work or other services that fall outside the content or scope of the Agreement, these activities or services will be reimbursed by the Other Party according to BOW's usual rates. The Other Party is never obliged to comply with such a request and may require that a separate written Agreement be concluded for this.
The work agreed upon by BOW includes in any case the work mentioned on the quotation. Anything beyond that is in any case regarded as additional work. This applies unless otherwise agreed in writing.
The Other Party accepts that the agreed objectives and expectations may be influenced by work or services as referred to in paragraph 1 of this article.
Insofar as a fixed amount has been agreed for the service, BOW will always inform the Other Party in writing in advance about the financial consequences of the additional work.

Article 17 – Use of data

BOW uses a control system and management portal for the optimal use of its BOW systems. The Other Party is obliged to inform its end users about the fact that BOW collects aggregated data about the use of the Product as soon as the BOW system is installed. The processing and use of this data complies with BOW's privacy terms.

Article 18 – Intellectual property

All intellectual property rights that relate to and/or are the result of the Agreement performed by BOW are vested in BOW. This means that the Other Party is explicitly not permitted to have the design made by BOW carried out by a Third Party.
The documents provided by BOW to the Other Party are exclusively intended to be used by the Other Party. The Other Party is not permitted to disclose and/or reproduce obtained information in any form whatsoever. This includes, among other things, editing, selling, making available, distributing and integrating - whether or not after editing - into 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 use the name and logo of the Other Party, as well as to take photos of the delivered products on location and use them as a reference or promotion.
The Other Party indemnifies BOW against claims from Third Parties regarding intellectual property rights.
If BOW holds the copyright to a portrait created on behalf of the Other Party, the Other Party grants BOW permission to make the work public. This publication does not infringe on the Other Party's portrait rights.
If the Other Party acts in violation of this article, the Other Party will owe an immediately payable fine of €20,000 (twenty thousand euros), without prejudice to BOW's right to compensation.

Article 19 – Confidentiality

The Other Party is obliged to maintain confidentiality of all confidential information that the Other Party has obtained from BOW within the context of the Agreement. Information is confidential if this has been communicated by BOW or if this reasonably arises from the nature of the information.
If the Other Party violates paragraph 1 of this provision, the Other Party, regardless of whether the violation can be attributed to the Other Party and without prior notice of default or legal proceedings, will owe BOW an immediately payable penalty of €20,000 (twenty thousand euros) for each violation, without any form of damage being required, without prejudice to BOW's other rights, including its right to claim compensation in addition to the penalty.

Article 20 – Employee Restriction

During the term of the Agreement, as well as for one year after its termination, the Other Party will only employ employees of BOW who are or have been involved in the execution of the Agreement, or otherwise, directly or indirectly, have them work for them, after prior Written consent from BOW.
BOW will not withhold the relevant consent in the event that the Other Party has offered appropriate compensation. Appropriate compensation is defined as at least a compensation of 10 (ten) monthly salaries.

Article 21 – Exclusivity

For the duration of the Agreement, the Other Party grants BOW the exclusive right to execute the assigned Agreement.

Article 22 – Applicable law

Agreements between BOW and the Other Party are exclusively governed by Dutch law.
Disputes between Parties will be resolved as much as possible through good consultation. All disputes between the Other Party and BOW will be exclusively settled by the competent court in the district where BOW is located.

Article 23 – Survival

The provisions of these general terms and conditions and the Agreement that are intended to remain in effect after termination of the agreement will remain in full force after the termination of the Agreement.

Article 24 – Amendment or supplement

BOW is entitled to unilaterally amend or supplement these general terms and conditions. In that case, BOW will inform the Other Party of the changes or additions in a timely manner.
There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.
If the change as referred to in the previous paragraph is based on a valid reason mentioned in the agreement, the Other Party has no right to refuse the change or terminate the agreement. An example of a valid reason is a change in the law that requires the conditions to be adjusted.

Article 25 – Sharing customer data

BOW is part of the Entweder group.
All companies within the Entweder group are leading in the field of office innovation. Because of this shared mission and vision, customer data can and will be actively and strategically shared between the companies within the group.
This data exchange serves the higher goal of utilizing synergy 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 within the entire group.
The Entweder group guarantees that strict compliance with applicable privacy legislation is paramount in every data exchange. Robust measures are taken at all times to guarantee the integrity and privacy of customer data.

Article 26 - Conditions deposited

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