Ella Health

General Terms and Conditions

Table of contents

Article 1 – Definitions

Article 2 – Identity of the entrepreneur

Article 3 – Applicability

Article 4 – The offer

Article 5 – The agreement

Article 6 – Right of withdrawal

Article 7 – Costs in the event of withdrawal

Article 8 – Exclusion of the right of withdrawal

Article 9 – The price

Article 10 – Conformity and warranty

Article 11 – Delivery and performance

Article 12 – Subscriptions: duration, cancellation and renewal

Article 13 – Payment

Article 14 – Complaints procedure

Article 15 – Disputes

Article 16 – Additional or deviating provisions

Article 17 - Free Gifts Policy

Article 1 - Definitions

For the purposes of these terms and conditions, the following definitions apply:

1. Cooling-off period: the period during which the consumer may exercise their right of withdrawal;
2. Consumer: the natural person who is not acting in the exercise of a profession or business and enters into a distance contract with the entrepreneur;
3. Day: calendar day;
4. Subscription: a distance contract relating to a series of products and/or services, for which the delivery and/or purchase obligation is spread over time;
5. Durable medium: any means that enables the consumer or entrepreneur to store information addressed personally to them in a way that allows future consultation and unchanged reproduction of the stored information.
6. Right of withdrawal: the possibility for the consumer to withdraw from the distance contract during the cooling-off period;
7. Model withdrawal form: the model withdrawal form provided by the entrepreneur that a consumer can complete when they wish to exercise their right of withdrawal.
8. Entrepreneur: the natural person or legal entity that offers products and/or services remotely to consumers;
9. Distance contract: an agreement concluded within the framework of an organised system for the distance sale of products and/or services, using exclusively one or more means of communication at a distance up to and including the conclusion of the agreement;
10. Means of communication at a distance: a means that can be used to conclude an agreement without the consumer and entrepreneur being together in the same place at the same time.
11. General Terms and Conditions: these General Terms and Conditions of the entrepreneur.

Article 2 - Identity of the entrepreneurs

Ella Health B.V.

Brokxlaan 6a

5041 SB Tilburg, Netherlands

Email address: contact@ellasleeps.com

Chamber of Commerce number: 84205784

VAT identification number: NL861311591B01

Article 3 – Applicability

1. These general terms and conditions apply to every offer from the trader and to every distance contract concluded and order placed between the trader and the consumer.
2. Before the distance contract is concluded, the text of these general terms and conditions shall be made available to the consumer. If this is not reasonably possible, before the distance contract is concluded, the trader shall indicate that the general terms and conditions can be inspected at the trader’s premises and that, at the consumer’s request, they will be sent free of charge as soon as possible.
3. If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions may be made available to the consumer electronically in such a way that the consumer can easily save it on a durable medium. If this is not reasonably possible, before the distance contract is concluded, the trader shall indicate where the general terms and conditions can be consulted electronically and that, at the consumer’s request, they will be sent free of charge electronically or by other means.
4. If, in addition to these general terms and conditions, specific product or service terms and conditions also apply, the second and third paragraphs shall apply accordingly, and in the event of conflicting general terms and conditions, the consumer may always rely on the applicable provision that is most favourable to them.
5. If one or more provisions of these general terms and conditions are at any time wholly or partially void or annulled, the agreement and these terms and conditions shall otherwise remain in force, and the provision concerned shall be replaced without delay by mutual agreement with a provision that comes as close as possible to the purport of the original.
6. Situations that are not covered by these general terms and conditions shall be assessed “in the spirit of” these general terms and conditions.
7. Any ambiguities regarding the interpretation or content of one or more provisions of our terms and conditions shall be interpreted “in the spirit of” these general terms and conditions.

Article 4 – The offer

1. If an offer has a limited period of validity or is subject to conditions, this will be expressly stated in the offer.
2. The offer is non-binding. The trader is entitled to change and amend the offer.
3. The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to enable the consumer to properly assess the offer. If the trader uses images, these are a truthful representation of the products and/or services offered. Obvious errors or mistakes in the offer are not binding on the trader.
4. All images, specifications and data in the offer are indicative and cannot give rise to compensation or dissolution of the agreement.
5. Images of products are a truthful representation of the products offered. The trader cannot guarantee that the colours shown correspond exactly to the actual colours of the products.
6. Each offer contains such information that it is clear to the consumer what rights and obligations are attached to accepting the offer. This concerns, in
   in particular:

• the price including taxes;
• any shipping costs;
• how the agreement will be concluded and what actions are required for this;
• whether or not the right of withdrawal applies;
• the method of payment, delivery and performance of the agreement;
• the period for accepting the offer, or the period within which the trader guarantees the price;
• the rate for distance communication if the costs of using the distance communication technology are calculated on a basis other than the regular basic rate for the communication method used;
• whether the agreement will be archived after it has been concluded and, if so, how the consumer can consult it;
• how the consumer can check and, if desired, correct the data provided by them in connection with the agreement before concluding the agreement;
• any other languages in which, in addition to Dutch, the agreement may be concluded;
• the codes of conduct to which the trader has committed and how the consumer can consult these codes of conduct electronically; and
• the minimum duration of the distance agreement in the case of a continuing transaction.
• Available sizes, colours, types of materials

Article 5 - The agreement

1. Subject to the provisions of paragraph 4, the agreement is concluded at the moment the consumer accepts the offer and fulfils the conditions set therein.
2. If the consumer has accepted the offer electronically, the trader shall promptly confirm receipt of the acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by the trader, the consumer may dissolve the agreement.
3. If the agreement is concluded electronically, the trader shall take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the consumer can pay electronically, the trader shall observe appropriate security measures for this purpose.
4. The trader may – within the limits of the law – determine whether the consumer can meet their payment obligations, as well as consider all facts and factors relevant to responsibly entering into the distance agreement. If, based on this investigation, the trader has good reason not to enter into the agreement, they are entitled to refuse an order or request with reasons, or to attach special conditions to its performance.
5. The trader shall provide the consumer with the following information together with the product or service, in writing or in such a way that the consumer can store it accessibly on a durable medium:
6. the visiting address of the trader’s business premises where the consumer can submit complaints;
7. the conditions under which and the manner in which the consumer may exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
8. the information about warranties and existing after-sales service;
9. the information included in Article 4, paragraph 3, of these terms and conditions, unless the trader has already provided this information to the consumer before performing the agreement;
10. the requirements for terminating the agreement if the agreement has a term of more than one year or is of indefinite duration.
11. In the case of a subscription, the provision in the previous paragraph applies only to the first delivery.
12. Every agreement is entered into subject to the suspensive condition of sufficient availability of the products concerned.

Article 6 – Right of withdrawal

Upon delivery of products:

1. When purchasing products, the consumer has the option to terminate the agreement without giving reasons within 14 days. The withdrawal period begins on the day after the consumer, or a representative designated in advance by the consumer and made known to the trader, receives the product.
2. During the withdrawal period, the consumer shall handle the product and packaging with care. The consumer shall only unpack or use the product to the extent necessary to assess whether they wish to retain it. If the consumer exercises their right of withdrawal, they shall return the product to the trader with all supplied accessories and – where reasonably possible – in its original condition and packaging, in accordance with the reasonable and clear instructions provided by the trader.
3. If the consumer wishes to exercise their right of withdrawal, they must notify the business within 14 days of receiving the product. The consumer must provide notification using the model form. After notifying the business that they wish to exercise their right of withdrawal, the customer must return the product within 14 days. The consumer must prove that the goods were returned on time, for example by providing proof of shipment.
4. If, after the expiry of the periods mentioned in paragraphs 2 and 3, the customer has not indicated that they wish to exercise their right of withdrawal or has not returned the product to the business, the purchase is final.

For the provision of services:

5. For the provision of services, the consumer has the option to terminate the agreement without giving reasons for at least 14 days, starting on the day the agreement is concluded.
6. To exercise their right of withdrawal, the consumer must follow the reasonable and clear instructions provided by the business with the offer and/or no later than upon delivery.

Article 7 - Costs in the event of withdrawal

1. If the consumer exercises their right of withdrawal, the consumer will bear no more than the costs of returning the product.
2. If the consumer has paid an amount, the business will refund this amount as soon as possible, but no later than within 14 days of withdrawal. However, this is subject to the condition that the product has already been received back by the online retailer or that conclusive proof of complete return shipment can be provided. The refund will be made using the same payment method used by the consumer, unless the consumer expressly agrees to another payment method.
3. If the product is damaged due to careless handling by the consumer, the consumer is liable for any resulting reduction in the product's value.
4. The consumer cannot be held liable for any reduction in the product's value if the business has not provided all legally required information about the right of withdrawal before concluding the sales agreement.

Article 8 - Exclusion of the right of withdrawal

1. The business may exclude the consumer's right of withdrawal for products as described in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if the business has clearly stated this in the offer, or at least in good time before concluding the agreement.
2. Exclusion of the right of withdrawal is only possible for products:
3. that were produced by the business in accordance with the consumer's specifications;
4. that are clearly personal in nature;
5. that, by their nature, cannot be returned;
6. that can spoil or deteriorate rapidly;
7. whose price is tied to fluctuations on the financial market over which the entrepreneur has no influence;
8. for individual newspapers and magazines;
9. for audio and video recordings and computer software whose seal the consumer has broken.
10. for hygiene products whose seal the consumer has broken.
11. Exclusion of the right of withdrawal is possible only for services:
12. relating to accommodation, transport, restaurant services or leisure activities to be provided on a specific date or during a specific period;
13. where delivery has begun with the consumer’s express consent before the cooling-off period has expired;
14. relating to betting and lotteries.

Article 9 – The Price

1. During the period of validity stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes resulting from changes in VAT rates.
2. By way of derogation from the previous paragraph, the entrepreneur may offer products or services at variable prices if those prices are tied to fluctuations on the financial market over which the entrepreneur has no influence. This connection to fluctuations and the fact that any prices stated are indicative prices will be mentioned in the offer.
3. Price increases within three months after the conclusion of the agreement are permitted only if they result from statutory regulations or provisions.
4. Price increases from three months after the conclusion of the agreement are permitted only if the entrepreneur has stipulated this and:
5. they result from statutory regulations or provisions; or
6. the consumer has the right to terminate the agreement effective from the day on which the price increase takes effect.
7. The prices stated in the offer for products or services include VAT.
8. All prices are subject to printing and typographical errors. No liability is accepted for the consequences of printing and typographical errors. In the event of printing or typographical errors, the entrepreneur is not obliged to supply the product at the incorrect price.

Article 10 – Conformity and Guarantee

1. The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations applicable on the date the agreement was concluded. If agreed, the entrepreneur also guarantees that the product is suitable for use other than normal use.
2. A guarantee provided by the trader, manufacturer or importer does not affect the statutory rights and claims that the consumer may assert against the trader under the agreement.
3. Any defects or incorrectly delivered products must be reported to the trader in writing within 2 months of delivery. Products must be returned in their original packaging and in new condition.
4. The trader’s warranty period corresponds to the manufacturer’s warranty period. However, the trader is never responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any advice regarding the use or application of the products.
5. The guarantee does not apply if:
   • The consumer has repaired and/or modified the delivered products themselves or had them repaired and/or modified by third parties;
   • The products supplied have been exposed to abnormal conditions or have otherwise been handled carelessly or contrary to the trader’s instructions and/or the instructions on the packaging;
   • The defectiveness is wholly or partly the result of regulations that the government has imposed or will impose regarding the nature or quality of the materials used.

Article 11 – Delivery and execution

1. The trader shall exercise the utmost care when receiving and executing orders for products and when assessing applications for the provision of services.
2. The delivery address is the address that the consumer has communicated to the company.
3. Subject to the provisions of paragraph 4 of this article, the company shall execute accepted orders as soon as reasonably possible, but no later than within 30 days, unless the consumer has agreed to a longer delivery period. If delivery is delayed, or if an order cannot be fulfilled or can only be partially fulfilled, the consumer will be notified no later than 30 days after placing the order. In that case, the consumer has the right to terminate the agreement without charge. The consumer is not entitled to compensation.
4. All delivery periods are indicative. The consumer cannot derive any rights from the periods stated. Exceeding a period does not entitle the consumer to compensation.
5. In the event of termination in accordance with paragraph 3 of this article, the trader shall refund the amount paid by the consumer as soon as possible, but no later than within 14 days of termination.
6. If delivery of an ordered product proves impossible, the trader will endeavor to make a replacement item available. No later than upon delivery, it will be clearly and comprehensibly stated that a replacement item is being delivered. The right of withdrawal may not be excluded for replacement items. The costs of any return shipment shall be borne by the trader.
7. The risk of damage to and/or loss of products rests with the trader until the time of delivery to the consumer or a representative designated in advance and made known to the trader, unless expressly agreed otherwise.

Article 12 - Continuous transactions: term, termination and extension

Termination

1. The consumer may terminate an agreement concluded for an indefinite period that provides for the regular delivery of products (including electricity) or services at any time, subject to the agreed termination rules and a notice period of no more than one month.
2. The consumer may terminate an agreement concluded for a fixed term that provides for the regular delivery of products (including electricity) or services at any time before the end of the fixed term, subject to the agreed termination rules and a notice period of no more than one month.
3. The consumer may terminate the agreements referred to in the previous paragraphs:

• terminate it at any time and not be limited to termination at a specific time or during a specific period;
• at least terminate it in the same manner in which they entered into it;
• always terminate it with the same notice period as the trader has stipulated for themselves.

Extension

4. An agreement concluded for a fixed term that provides for the regular delivery of products (including electricity) or services may not be tacitly extended or renewed for a fixed term.
5. By way of derogation from the previous paragraph, an agreement concluded for a fixed term that provides for the regular delivery of daily, news and weekly newspapers and magazines may be tacitly extended for a fixed period of no more than three months if the consumer may terminate the extended agreement by the end of the extension with a notice period of no more than one month.
6. An agreement concluded for a fixed term that provides for the regular delivery of products or services may be tacitly extended for an indefinite period only if the consumer may terminate it at any time with a notice period of no more than one month, and a notice period of no more than three months where the agreement provides for the regular delivery, but less than once a month, of daily, news and weekly newspapers and magazines.
7. An agreement for a limited term to deliver daily newspapers, news and weekly magazines and periodicals regularly on a trial or introductory basis (trial or introductory subscription) will not be tacitly renewed and will end automatically after the trial or introductory period.

Term

7. If an agreement has a term of more than one year, the consumer may terminate the agreement at any time after one year, subject to a notice period of no more than one month, unless reasonableness and fairness oppose termination before the end of the agreed term.

Article 13 – Payment

1. Unless otherwise agreed, amounts owed by the consumer must be paid within 7 business days after the withdrawal period referred to in Article 6, paragraph 1, begins. In the case of an agreement for the provision of a service, this period begins after the consumer has received confirmation of the agreement.
2. The consumer is obliged to report any inaccuracies in the payment details provided or stated to the trader without delay.
3. In the event of the consumer’s failure to pay, the trader has the right, subject to statutory limitations, to charge the reasonable costs previously disclosed to the consumer.

Article 14 – Complaints procedure

1. The trader has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure.
2. Complaints about the performance of the agreement must be submitted to the trader fully and clearly described within a reasonable period after the consumer has discovered the defects.
3. Complaints submitted to the trader will be answered within 14 days of the date of receipt. If a complaint requires a foreseeably longer processing time, the trader will respond within the 14-day period with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed answer.
4. A complaint about a product, service, or the trader’s customer service may also be submitted via a complaints form on the consumer page of the Thuiswinkel.org website org. The complaint will then be sent both to the relevant trader and to Thuiswinkel.org.
5. The consumer must in any event give the trader at least 4 weeks to resolve the complaint through mutual consultation. After this period, a dispute arises that is eligible for the dispute resolution procedure.

Article 15 - Disputes

1. Agreements between the business and the consumer to which these general terms and conditions apply are governed exclusively by Dutch law, including when the consumer resides abroad.
2. The Vienna Sales Convention does not apply.

Article 16 - Additional or deviating provisions

Additional provisions or provisions deviating from these general terms and conditions may not be detrimental to the consumer and must be recorded in writing or in such a way that the consumer can store them accessibly on a durable medium.

Article 17 - Free Gift Policy

Gift terms and conditions
Free gifts are offered as part of promotional offers and are conditional on the order meeting a minimum value (e.g. €160). If your order meets the conditions at the time of purchase, you will receive the gift as stated in the promotion.

Impact of returns on eligibility for the free gift
If you wish to return some or all of the items in your order and the total value of your order after the return falls below the promotional threshold (e.g. €160), the following terms apply:

a. Option 1: Return the free gift

You must return the free gift together with the items you wish to return. The free gift must be unused and in its original condition.
b. Option 2: Keep the free gift and adjust the refund

If you choose to keep the free gift, the value of the free gift (as stated in the promotional terms or the sale price) will be deducted from your refund amount.
General terms and conditions for returns

All returns must comply with our standard return policy, including deadlines and product condition requirements.
The value of the free gift is non-negotiable and is determined solely by the promotional terms.
Processing of refunds and deductions

Refunds are processed after the returned items and, where applicable, the free gift have been inspected.
If the free gift is not returned on time, the value of the free gift will automatically be deducted from the refund.
Exceptions

The gift policy applies exclusively to promotional gifts and does not apply to free items provided as part of loyalty rewards or goodwill gestures.
By placing an order during a promotional period, you agree to these terms and conditions regarding gifts.