General terms and conditions
Article 1 Applicability
1. These general terms and conditions apply to all our offers and to all agreements entered into by us, in particular those concerning the delivery of goods to our buyers.
2. Where these general terms and conditions refer to 'buyer', this means the natural or legal person with whom we have concluded a (purchase) agreement, or the person who gave the order and for whose account goods are delivered.
3. Deviations from what is stipulated in these general terms and conditions are only possible if the changes have been explicitly agreed upon in writing.
4. If the buyer also refers to (his) general terms and conditions, the buyer's terms and conditions shall not apply. Unless the buyer's terms and conditions do not conflict with these general terms and conditions. Any contrary stipulation in the buyer's terms and conditions shall not affect this.
5. Where these general terms and conditions refer to 'delivery (of goods)', this shall also include the provision of services and work.
Article 2 Quotations
1. All our offers must be seen as invitations to the potential buyer to make an offer. They do not bind us, unless the offer itself explicitly and unambiguously states the contrary (in writing). The order given to us is considered an offer, which can only be regarded as accepted after written confirmation from our side (the so-called order confirmation).
2. The offers made by us include (in particular also with regard to the provisions of the previous paragraph): designs, drawings, models, samples, descriptions, illustrations and the like, and any attachments and documents relating to our offers. All this remains our property, as do tools made by us in this connection and must be returned to us at our request and may not be copied and/or given to third parties without our express written consent. We also reserve the rights arising from intellectual and industrial property. 3. If the order to which our offer relates is not placed with us within 3 months from the day we made our offer, we may charge the buyer for the costs involved in making our offer (this includes the costs for making the tools referred to in the previous paragraph).
Article 3 Realisation of agreement
1. An agreement with us, only comes into being when we have accepted an order given to us in writing, to be precise: from the moment we have sent the order confirmation.
2. The buyer shall be bound by his order, in whatever form given to us, for a period of 8 days from the date of the order. A declaration by the buyer that he wishes to cancel or change his order, issued during these 8 days, cannot prevent the formation of an agreement based on the original order, if we have accepted/confirmed the order within this 8-day period.
3. We assume that the order confirmation sent by us to the buyer fully and correctly reflects the content of the concluded agreement. If the buyer is of the opinion that this is not the case, he must inform us of this in writing within 8 days of the date of our order confirmation.
4. Any additional agreements and/or promises made and/or made by our employees, or made and/or made on our behalf by other persons acting as representatives, shall only bind us if these agreements and/or promises have been confirmed in writing by our director(s) authorised to represent us.
Article 4 Prices
1. Our prices are inclusive of turnover tax and - unless explicitly agreed otherwise in writing - exclusive of packaging, transport and other costs.
2. The prices stated in offers, contracts and order confirmations, are based on the cost factors, such as exchange rates, manufacturer's prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies, applicable at the time the agreement was concluded.
3. We reserve the right, if increases in one or more of the cost factors occur after the date the agreement came into effect, but before the day of delivery, to charge these increases to the buyer. We also reserve the right in such a case to dissolve the agreement in whole or in part without legal intervention. The buyer also has this right if, within 3 months of concluding the contract, we take the view that changes in costs result in an increase in the price stated in the order confirmation. If the buyer exercises this right, he must invoke the rescission by registered letter within 5 days of receiving the relevant notification from us.
Article 5 Delivery and delivery terms
1. The delivery periods stated by us shall commence on the day on which the agreement is concluded, if all data we require for the execution of the order are in our possession. The delivery times specified by us shall not be regarded as deadlines, unless otherwise agreed in the agreement. In the event of late delivery, we must be given written notice of default. In case the situation differs from the above and a penalty for exceeding the delivery time has been agreed in the contract, it shall not be due if the exceeding of the delivery time is due to the cases of force majeure mentioned in Article 10 of these general terms and conditions.
2. Unless the order confirmation indicates otherwise, delivery of goods shall be 'carriage paid' when the invoice amount exceeds € (amount in figures), say: (amount in letters). Furthermore, the goods shall be at the expense and risk of the buyer. To a foreign buyer we deliver, unless otherwise agreed, ex 'warehouse'. Furthermore, the goods shall be at the expense and risk of the buyers. Clearance is provided by us, but is at the expense of the buyer.
3. Unless the buyer provides its own forwarding agent, the goods are dispatched by us in what we consider a favourable manner, with forwarding agents to be chosen by us, at the expense and risk of the buyer.
4. If a buyer requests that the delivery of goods be made in a way other than the usual way, we may charge the buyer for the associated costs.
5. If the delivery takes place in parts, we are entitled to regard each delivery as a separate transaction.
6. The buyer must take delivery of the purchased goods within the agreed time. If this does not occur, we shall be entitled - at our option - to demand that the competent court releases us from our obligation to deliver the agreed goods, or to demand payment of the purchase price of the part not taken without prior notice of default. If the buyer does not fulfil his payment obligation, we shall be entitled to declare the agreement dissolved without legal intervention. If the buyer remains in default as described above, it is assumed that the goods have been delivered and we will store them at the buyer's expense and risk, against payment of all resulting costs.
Article 6 Complaints by the buyer
1. The buyer guarantees the correctness and completeness of - and is responsible for - the data he has provided to us. With regard to the data, measurements, colour fastness and the like provided by us in our offer, or what forms part of it pursuant to article 2 paragraph 2, the purchaser must take into account the usual tolerances and minor changes in the goods delivered by us. More specifically, this applies to deviations from the contracted quantity; here, too, the buyer must take customary tolerances into account. The goods delivered by us may therefore deviate from the description in the order if and insofar as it concerns minor size differences, quantity differences and minor changes.
2. Complaints by the buyer, relating to defects in goods that are externally perceptible, must be notified to us by the buyer within 8 days after delivery or within 8 days after the invoice date, if the goods were not (or could not have been) delivered to the buyer. This must be done by registered letter containing a clear and precise description of the complaint and specifying the invoice, with which the items in question were invoiced. The Buyer must carry out a careful and timely inspection.
3. Defects that were not externally visible at the time of delivery, nor could have become apparent upon careful and timely inspection, must be notified to us by the buyer within 8 days of these defects coming to light, in the manner stated in paragraph 2.
4. Any right of claim by the buyer on defects in goods delivered by us shall lapse if: a. the defects have not been notified to us within the periods specified in paragraphs 2 and 3 above and/or not in the manner specified therein; b. the buyer does not/not adequately cooperate with us in respect of an investigation into the merits of the complaints; c. the purchaser has not set up, handled, used, stored or maintained the items correctly or has used or handled the items under circumstances or for purposes other than those foreseen by us; d. the use of the items in respect of which the complaints have been expressed is continued by the purchaser; e. the guarantee period stated in the individual agreement has expired or, if there is no such period, the complaints are only expressed after a period of more than 12 months has elapsed since the delivery time.
5. In disputes concerning the quality of the goods delivered by us, a reputable agency indicated by us shall give a binding ruling.
Article 7 Liability
1. Only if the guarantee obligations in respect of the goods delivered by us have not been assumed by third parties (such as manufacturers), can the buyer assert (guarantee) claims towards us. Our liability shall in that case be limited to defects resulting from manufacturing and material faults.
2. In case of complaints, if the merits of the complaint, concerning the quality, are established by us and if we are also liable as referred to in paragraph 1, we are only obliged, at our discretion, to: a. repair the defects (free of charge); b. supply replacement goods or parts, after we have received the defective goods or parts back; c. repayment of the purchase price/crediting of the invoice sent to the buyer with dissolution of the concluded agreement without legal intervention, all insofar as the purchase price, the invoice and the agreement relate to the defective goods delivered; d. compensation to be paid in another form than that referred to above, in consultation with the buyer.
3. If the buyer has carried out repairs and/or alterations to the goods without prior, explicit and written consent, any guarantee obligation on our part shall lapse.
4. Barring any obligations on our part by virtue of the above, we shall never be obliged to pay any damages to the buyer and others, unless there is intent or fault on our part (to be proved by those holding us liable by legal means). In particular, we shall also never be liable for consequential or trading losses, direct or indirect losses, however called, including loss of profits and losses due to standstill - suffered by the customer, his employees and those employed by him or by third parties, as a result of full or partial (re)delivery of goods, delayed or faulty delivery, or failure to deliver goods or the goods themselves.
5. The purchaser shall not be entitled to return the goods in respect of which there is no justified complaint. Should this nevertheless occur without valid reasons, all costs related to returning the goods shall be borne by the buyer. In this case we shall be free to store the goods with third parties at the expense and risk of the buyer.
6. The buyer is obliged to indemnify us for all claims which third parties may enforce against us in connection with the execution of the agreement, insofar as the law does not prevent the damages and costs resulting from these claims from being borne by the buyer.
Article 8 Retention of title and security
1. Goods delivered by us shall remain our property until the time of full payment of everything the buyer owes us on account of, in connection with or arising from the goods delivered by us. If we deem such to be necessary, we shall be entitled to demand security from the buyer for the fulfilment of his obligations.
2. The buyer is not entitled to pledge the unpaid goods or to establish any other right in rem or personal right for the benefit of a third party.
3. Without prejudice to the above provisions in this article, the buyer shall be allowed to sell the goods to third parties, but only within the framework of his normal business operations. In that case, the buyer must transfer the funds obtained to us or, if they have not been sold for cash, transfer the claims obtained to us.
4. If, as a result of treatment or processing by the buyer, our property right resting on the goods delivered by us is lost, the buyer must establish a non-possessory pledge for us on the goods arising after the treatment or processing.
5. We shall at all times be entitled to take possession of the items that are in the possession of the buyer (or third parties) but belong to us as soon as we can reasonably assume that there is a real chance that the buyer will not fulfil his obligations. The above is without prejudice to our rights under common law: in particular, we also reserve the right to claim damages from the buyer after taking possession of the goods.
6. The buyer is obliged to insure the risk of fire and theft with regard to the unpaid goods and to prove this insurance at our request.
Article 9 Payment
1. Payment shall be made in Dutch currency or euros, unless agreed otherwise, without any deduction or discount, in cash at our place of business or by transfer into a bank or giro account designated by us, in both cases immediately after delivery of the goods concerned, or at least within 30 days of the invoice date, unless explicitly agreed otherwise in writing. In case of payment by bank or giro, the day of crediting our bank or giro account shall be considered the day of payment.
2. If the buyer fails to make (full) payment on time, he shall be in default without further notice of default being required. In that case, if there is sufficient connection to the buyer's non-performance, we shall be entitled to suspend the fulfilment of all our obligations with the buyer, without prejudice to all our rights under common law.
3. We shall also be entitled to demand cash payment for all deliveries yet to be made before delivery of the goods, or a guarantee of timely payment. Furthermore, we shall in that case be entitled to dissolve the agreement without judicial intervention, whereby the buyer shall be obliged to return the delivered goods, or to undo the performance carried out by us in some other way, without prejudice to our right to damages. If the buyer remains in default of timely payment, he forfeits to us or the seller's credit insurer, without further notice from us, from the due date until the day of full payment, an interest equal to the statutory interest plus 4% per year, calculated on the unpaid amount, which interest is immediately payable without further notice of default. All costs involved in the collection of invoiced amounts (including extrajudicial collection costs) shall be borne by the debtor. The extrajudicial collection costs amount to a minimum of 15% of the principal sum with a minimum of € 50, - all exclusive of VAT. In addition, all adverse consequences of loss of exchange rate or otherwise resulting from late payment or non-payment shall be borne by the buyer, even if the buyer has fulfilled his payment obligations in time according to the provisions in force in his country, but circumstances or measures beyond his control have caused the transfer to take place in a manner unfavourable to us.
4. In accordance with article 6:44 of the Dutch Civil Code, payments shall first be applied to reduce the costs referred to in paragraph 3, then to reduce the interest due and finally to reduce the principal sum and current interest.
5. If there is a considerable deterioration in the buyer's financial position after the conclusion of the agreement, but before delivery of the goods, we shall be entitled to wholly or partly refrain from further execution of the agreement, or to demand a change in the payment conditions.
6. The seller may transfer its claims from all transactions to a credit insurer of its choice.
Article 10 Force majeure
Force majeure is understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be required of us (non-attributable failure to perform). Force majeure shall also include: war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, hindrance and interruption of transport possibilities, disruptions in our business, import and export restrictions or bans, impediments caused by measures, laws or decrees of international, national and regional (government) bodies. If we are unable to fulfil our delivery obligation, properly or on time due to force majeure, we are entitled to regard the agreement or the part not yet fulfilled as dissolved or to suspend it for a definite or indefinite period of time. In case of force majeure, the buyer cannot claim damages from us.
Article 11 Right of withdrawal
1. The consumer can dissolve an agreement regarding the purchase of a product during a reflection period of at least 14 days without giving reasons. The entrepreneur may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give his reason(s).
2. The withdrawal period mentioned in paragraph 1 starts on the day after the consumer, or a third party designated in advance by the consumer, who is not the carrier, has received the product, or: a. if the consumer has ordered several products in one order: the day on which the consumer, or a third party designated by him, has received the last product. The trader may, provided he has clearly informed the consumer of this prior to the ordering process, refuse an order for multiple products with a different delivery time. b. if the delivery of a product consists of multiple shipments or parts: the day on which the consumer, or a third party designated by him, has received the last shipment or part; c. in the case of contracts for regular delivery of products during a certain period: the day on which the consumer, or a third party designated by him, has received the first product. In the case of services and digital content not supplied on a tangible medium:
3. The consumer may dissolve a service contract and a contract for the supply of digital content not supplied on a tangible medium for at least 14 days without giving reasons. The trader may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give his reason(s).
4. The reflection period mentioned in paragraph 3 starts on the day following the conclusion of the agreement.
5. During the reflection period, the consumer shall handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to establish the nature, characteristics and functioning of the product. The basic principle here is that the consumer may only handle and inspect the product as he would be allowed to do in a shop. The consumer is only liable for depreciation of the product resulting from a way of handling the product that goes beyond what is allowed in paragraph 5.
6. If the consumer makes use of his right of withdrawal, he reports this to the entrepreneur within the reflection period by means of the model withdrawal form or in another unambiguous way.As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer sends the product back, or hands it over to (an authorised representative of) the entrepreneur. This is not required if the entrepreneur has offered to collect the product himself. The consumer has complied with the return period in any case if he returns the product before the cooling-off period has expired. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.
7. The consumer shall bear the direct costs of returning the product. If the trader has not indicated that the consumer should bear these costs or if the trader indicates that the consumer should bear the costs himself, the consumer does not have to bear the costs of returning the product.
8. we will refund the order amount due within 14 days after the statement of withdrawal.
Article 12 Exclusion of right of withdrawal
1. The trader may exclude the following products and services from the right of withdrawal, but only if the trader clearly stated this when making the offer, or at least in good time before concluding the contract: a. Products or services whose price is subject to fluctuations in the financial market over which the trader has no influence and which may occur within the withdrawal period b. Contracts concluded during a public auction. A public auction means a method of sale whereby products, digital content and/or services are offered by the entrepreneur to the consumer who is personally present or is given the opportunity to be personally present at the auction, under the guidance of an auctioneer, and whereby the successful bidder is obliged to purchase the products, digital content and/or services; c. Service contracts, after full performance of the service, but only if: i. the performance has started with the express prior consent of the consumer; and ii. the consumer has declared that he loses his right of withdrawal as soon as the trader has fully performed the contract; d. Service contracts for the provision of accommodation, if the contract provides for a specific date or period of performance and other than for residential purposes, transport of goods, car rental services and catering; e. Contracts related to leisure activities, if the contract provides for a specific date or period of performance; f. Products manufactured to the consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the consumer, or which are clearly intended for a specific person; g. Products that spoil quickly or have a limited shelf life; h. Sealed products that are not suitable to be returned for reasons of health protection or hygiene and whose seal has been broken after delivery; i. Products that, after delivery, are by their nature irrevocably mixed with other products; j. Alcoholic beverages of which the price was agreed upon at the conclusion of the agreement, but of which the delivery can only take place after 30 days, and of which the actual value depends on fluctuations in the market over which the entrepreneur has no influence; k. Sealed audio-, video-recordings and computer software, of which the seal has been broken after delivery; l. Newspapers, magazines or periodicals, with the exception of subscriptions to these; m. The delivery of digital content other than on a material carrier, but only if: i. the performance has started with the consumer's explicit prior consent; and ii. the consumer has declared that he thereby loses his right of withdrawal.
Article 13 Applicable law
The offers made by us and all agreements entered into by us are exclusively governed by Dutch law.
Article 14 Dispute resolution ODR online Dispute Resolution
The ODR platform was created by the European Commission in 2016 to help dissatisfied consumers. ODR is a form of alternative dispute resolution: alternative to court proceedings. This platform aims to resolve E-commerce disputes between consumers and traders without having to go to court. If you have a complaint about an online purchase, you can submit it through this platform. The complaint will then be handled by a dispute resolution body.
Do you have any questions about the ODR procedure? If so, contact the ODR contact point. This is hosted by the European Consumer Centre
All disputes of whatever nature relating to/resulting from agreements entered into by us and deliveries made by us shall be adjudicated by the competent court in the Netherlands.
The private limited liability company Floor Events Nederland BV trading under Vloerkledenopvinyl, established in Weesp, the Netherlands also we are to participate in a dispute resolution procedure. https://www.eccnederland.nl/nl/online-dispute-resolution-odr