General Terms and Conditions – Furn-it
Applicability/conversion
1.1 These General Terms and Conditions apply to all legal relationships between Furn-it (hereinafter referred to as: “the supplier”) and its counterparty, including offers, service contracts and future (legal) relationships.
1.2 These General Terms and Conditions may only be deviated from in writing.
1.3 Any agreed provisions that deviate from these General Terms and Conditions do not entitle the other party to apply those provisions to other (legal) relationships.
1.4 If, on the grounds of reasonableness and fairness or the unreasonably onerous nature, no appeal can be made to any provision in these General Terms and Conditions, that provision will be given a meaning that is as similar as possible in terms of content and scope so that an appeal can be made to it. In that case, the other provisions in these General Terms and Conditions will remain in force.
Offers/formation of agreement
2.1 Each offer from the supplier is without obligation and must be considered as a whole, unless expressly deviated from in writing.
2.2 If the other party places an order, the agreement will only be concluded when the supplier accepts it in writing or starts executing it.
Samples or models shown or provided in catalogues or otherwise are for indication purposes only, without the item owed having to correspond to them. The supplier is not obliged to deliver subsequent products once delivered, if these products have been removed from the supplier's production or sales programme.
Prices
3.1 All prices are ex warehouse and exclusive of sales tax (VAT).
3.2 For orders relating to investment matters up to an amount of Euro 350, order costs will be charged in accordance with the regulations applicable to the supplier at the time the order is executed.
3.3 Assembly or installation work and facilities are at the expense of the other party and will be charged separately.
3.4 Changes in purchase prices, wage and material costs, social and government charges, freight costs, insurance premiums and other costs relating to the agreed performance give the supplier the right to change the price. If the supplier changes the price within three months after the conclusion of the agreement, the other party has the right to terminate the agreement on that ground.
Delivery
4.1 Delivery takes place ex warehouse/supplier, unless expressly agreed otherwise.
4.2 The other party is obliged to accept the purchased items at the time they are made available to him or at the time they are delivered to him. If the other party refuses to accept the items or is negligent in providing information or instructions necessary for the delivery, the items will be stored for a maximum of 4 weeks at the expense and risk of the supplier, regardless of the provisions of article 7. This is also the case if the other party wishes to extend the delivery time for whatever reason. In these cases, the other party is liable for all additional costs, including in any case storage costs.
Delivery time
The agreed delivery time shall never be considered a fatal term, unless expressly agreed otherwise. In the event of late delivery, the other party must give the supplier written notice of default and grant him a reasonable period to still meet his obligations. The supplier is not responsible for extension of the delivery time of his supplier(s) and any consequences this may have for the other party.
Partial deliveries
The supplier is entitled to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the supplier is entitled to invoice each part separately.
Transport/risk
7.1 Shipping and transport are at the expense of the supplier.
7.2 If the sold item is delivered to the other party by the supplier or a carrier designated by the supplier, the item is at the supplier's risk from the time of delivery, even if ownership has not yet passed to the other party. Article 4.2 applies in full.
Retention of title
8.1 The goods delivered by the supplier remain the property of the supplier until the other party has paid the purchase price in full. The retention of title also applies to claims that the supplier may obtain on the other party due to the other party's failure to fulfil one or more of its obligations towards the supplier.
8.2 Items delivered by the supplier, which are subject to retention of title pursuant to paragraph 1, may only be resold or used in the context of normal business operations. In the event of resale, the other party is obliged to stipulate retention of title from its buyers.
8.3 The other party is not permitted to pledge the goods or to establish any other right to them.
Payment and security
9.1 Invoices from the supplier must be paid within 30 days after the delivery date in a manner to be specified by the supplier. Unless otherwise agreed.
9.2 Payment must be made in the agreed currency without any offset, discount or suspension for any reason whatsoever.
9.3 In the event of late payment, the other party will be in default and will owe interest at a rate of 1.5% per (part of) month, with a minimum of the statutory interest per year.
9.4 In the event of late payment, liquidation, bankruptcy or suspension of payment by the other party, all payment obligations of the other party shall become immediately due and payable, regardless of whether the supplier has already invoiced for this or pre-financing has taken place, and the supplier shall be entitled to suspend further performance of the agreement or to terminate the agreement, without prejudice to the supplier's right to claim damages.
9.5 Payment must be made without any discount or debt settlement within the agreed term, but no later than 14 days (variable) after the invoice date. After the aforementioned term has expired, the other party will be in default by operation of law. Payment can only be made in the manner specified by the supplier. From the date that the other party is in default (due date of the invoice), a claim will be made without further notice of default for:
the calculation of the agreed default interest from the due date until the date of full payment;
if the other party is a consumer, the calculation of extrajudicial costs in accordance with the “Decree on Compensation for Extrajudicial Collection Costs”, as referred to in Article 6:96 paragraph 4 of the Dutch Civil Code. These costs will be increased by the VAT due thereon (depending on whether the other party can offset the sales tax);
If the other party is a legal entity or a natural person acting in the exercise of a profession or business, the calculation of extrajudicial costs, which costs amount to 15% of the principal sum due, with a minimum of € 40.00.
9.6 The supplier is always entitled to offset any claim he may have from the other party, whether or not due or subject to conditions, against any counterclaim the other party may or may not have against the supplier.
If the supplier's claim on the other party is not yet due, the supplier shall not exercise its right of set-off, unless the other party's counterclaim is seized or otherwise recovered, a limited property right is established thereon or the other party transfers its counterclaim under special title. The supplier shall, if possible, inform the other party in advance of the use of its right of set-off.
9.7 The counterparty is obliged to provide sufficient security immediately upon the first request of the supplier and in the form desired by the supplier and to supplement this if necessary for the fulfilment of all its obligations. As long as the counterparty has not fulfilled this, the supplier is entitled to suspend its obligations.
9.8 If the other party has not complied with a request as referred to in the previous paragraph within 14 days after a reminder to that effect, all its obligations shall become immediately due and payable.
9.9 If the other party has provided incorrect information regarding the dimensions of the spaces, the other party must accept the incorrect delivery in full and also pay for it in full. This also applies if the other party has signed the order confirmation, where the supplier is responsible for the incorrect dimensions of the spaces or other undetected errors.
Liability
10.1 If the supplier is culpably in breach of its obligations, it can only be held liable for the replacement compensation, i.e. compensation for the performance that has not been performed. The supplier is not liable for any other form of damage, including:
– additional compensation in any form whatsoever;
- indirect damage;
– consequential damage;
– damages for lost profits;
– delay damage;
– damage resulting from the provision of inadequate cooperation, information or materials by the other party;
– damage due to information or advice provided by the supplier, the content of which does not expressly form part of a written agreement.
10.2 Liability caused by deficiencies is limited to the invoice amount charged by the supplier.
10.3 The right of the other party to a fine or compensation only arises if the other party reports the damage to the supplier in writing as soon as reasonably possible after it has occurred.
10.4 Any claim for payment of an agreed fine or for compensation for damages shall lapse one year after the event as a result of which the fine became due or the damage was caused, unless legal collection thereof has commenced within the aforementioned period.
10.5 The other party shall indemnify the supplier against all damages that the supplier may suffer as a result of claims by third parties relating to the goods supplied by the supplier.
Defects; complaint periods
11.1 The other party must examine the delivered goods upon delivery. In doing so, the other party must check whether the delivered goods correspond to the agreement, namely:
– whether the correct items have been delivered;
– whether the delivered goods correspond with what was agreed in terms of quantity and number;
– whether the delivered goods meet the requirements that may be set for normal use and/or commercial purposes.
11.2 If visible defects or shortages are found, the other party must state these on the delivery note, the invoice and/or the transport document.
11.3 The other party must report any non-visible defects to the supplier in writing, stating reasons and stating the invoice details, within 30 days of delivery, or at least after they could reasonably have been discovered.
11.4 Complaints about invoices must be reported in writing to the supplier by the other party within 8 days of the invoice date.
11.5 If the other party does not report defects or complaints within the stated periods, his complaint will not be processed and his rights will lapse.
11.6 Claims and defenses based on facts that would justify the assertion that the delivered goods do not correspond to the agreement shall lapse after one year after delivery.
Guarantee
12.1 The warranty period commences at the time of delivery as referred to in Article 5.
12.2 The guarantee means that items that show material and/or construction defects will be repaired or replaced free of charge at the supplier's discretion, or that the parts required for repair will be made available or the items in question will be replaced in their entirety, depending on and in accordance with the supplier's applicable or customary regulations for the items in question. An item thus replaced or taken back becomes (again) the property of the supplier and must be returned to the supplier.
12.3 Defects in the goods that have arisen as a result of normal wear and tear or any external cause are not covered by the warranty.
12.4 The right to warranty shall lapse if the item has been used incorrectly or carelessly, or if any (repair) work or changes have been carried out or made to the item without the prior written consent of the supplier, unless such work or changes are inherent to the use of the item.
12.5 If the other party invokes a guarantee given by the supplier, the other party must, within 14 days after receipt by the supplier of the guarantee claim, enable the supplier to examine the relevant item at a location to be determined by the supplier, failing which the other party cannot derive any rights from the guarantee, unless the conduct or omission of the other party would not justify a lapse of its rights under the guarantee.
12.6 If the supplier has had material and/or construction errors repaired or the relevant item replaced under the warranty, he shall be fully discharged of his warranty obligations and shall not be liable for any further (damage) compensation, unless damage results from intent or gross negligence on the part of the supplier or his managerial staff, or liability of the supplier results from Title 3 Section 3 Book 6 of the Civil Code. Nor can the other party demand termination of that agreement on the grounds of the material and/or construction errors that have been discovered, unless it cannot reasonably be expected of the other party that he will maintain the agreement.
Intellectual Property/Copyright
13.1 The items delivered by the supplier do not infringe any intellectual property right or copyright. However, if it is established in court or otherwise that any item delivered by the supplier infringes the intellectual property rights or copyrights of a third party, the supplier will, at its discretion and after consultation with the other party, replace the item in question with an item that does not infringe the aforementioned rights, or acquire a right of use for it, or take back the item in question against repayment of the purchase price and reduced by the usual depreciation.
13.2 The counterparty shall not be entitled to replacement of the item that conflicts with any intellectual property right or copyright of a third party if it has not notified the supplier of this fact in writing within 30 days of becoming aware of it.
Termination of agreement
14.1 If the other party fails to fulfil any obligation under an agreement with the supplier, fails to fulfil it in a timely manner or fails to fulfil it properly, as well as in the event of bankruptcy, suspension of payment or placement under guardianship of the other party or closure or liquidation of its business, the supplier shall be entitled, after having given the other party written notice of default, to suspend the performance of the agreement without judicial intervention and without any obligation to pay damages and without prejudice to its other rights. In such cases, all claims that the supplier may have on the other party shall be immediately due and payable in full.
14.2 If the proper fulfilment by the supplier of its obligations under an agreement with the other party is wholly or partially, either temporarily or permanently, impossible as a result of one or more circumstances not attributable to the supplier, including circumstances mentioned in Article 15, the supplier is entitled to terminate the agreement.
Force majeur
15.1 Force majeure means circumstances that prevent the performance of the agreement and that cannot be attributed to the supplier. This will include, if and to the extent that these circumstances make performance impossible or unreasonably difficult: strikes in companies other than that of the supplier, wildcat strikes or political strikes in the supplier's company, a general lack of goods or services required for the realization of the agreed performance, unforeseeable stagnation at suppliers or other third parties on which the supplier is dependent, general transport problems, fire, government measures, including import and export bans.
15.2 If the force majeure lasts longer than six months, both parties are entitled to terminate the agreement. In that case, the supplier is not obliged to pay any compensation.
Applicable law/competent court
16.1 Dutch law applies to all legal relationships between the supplier and the other party.
16.2 Disputes between the supplier and the other party that fall within the jurisdiction of the district court shall be settled exclusively by the court of the place of establishment of the supplier, unless the supplier, as claimant or requesting party, chooses the competent court of the place of residence or establishment of the other party.
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Disclaimer
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Furn-it
Rietgraafsingel 6
6678 PH Oosterhout (GE)