Terms & Conditions
General Terms and Conditions of Sale Schaffenburg Office Furniture BV
Definitions
In these general terms and conditions of sale (hereinafter referred to as: Terms and Conditions), the following terms are used in the following meaning, unless otherwise dictated by the nature or scope of the present provisions, unless expressly stated otherwise: a
) Seller: Schaffenburg Office Furniture BV , located Wattstraat 2-4, in Zwijndrecht.
Chamber of Commerce number: 27241679. b) Buyer: anyone with whom the Seller enters into or wishes to enter into an agreement, to or for whom the Seller makes an offer, to or for whom the Seller delivers or to or for whom a performance is performed by the Seller, otherwise then End Customer.
c) Parties: Seller and Buyer together.
d) End customer: anyone who purchases the goods produced or sold by the Seller from the Buyer.
e) Carrier: the Seller or the third party that the Seller engages to transport the goods.
Article 1 Applicability
1. These Conditions apply to all offers and acceptances on the part of the Seller. All quotations are made subject to the applicability of the Conditions, both to the quotation and its acceptance and to the agreement thus concluded.
2. All quotations are valid for one month, unless the quotation states otherwise.
3. The agreement is concluded as soon as the offer has been accepted by the Seller;
This acceptance must show that the Buyer agrees with the applicability of these Terms and Conditions and that, if necessary, he waives the applicability of his own (purchasing) conditions. 4. If reservations or changes are made to the quotation in the acceptance, notwithstanding the provisions of the previous paragraph, the agreement will only be concluded if the Seller has informed the Buyer that it agrees to these deviations from the quotation.
5. Notwithstanding the foregoing, unless expressly agreed otherwise in writing, the Seller is first obliged to deliver the ordered goods if the total minimum order value has been reached as it applies to the country in which the Buyer is located or as specifically stated on the quotation or order confirmation from the Seller. The Seller has the right, without being obliged to pay any compensation and without prejudice to the rights of the Seller under Article 13, to dissolve agreements concluded with the Buyer or to terminate them by giving notice if no agreement has been reached within a period of six weeks after the (first) agreement has been concluded. has been established, the minimum order value referred to above has been reached.
Article 2 Changes
1. Changes to the purchase agreement and deviations from the Conditions will only be effective if they have been agreed in writing between Buyer and Seller.
2. Deviations from the recommended retail price or discounts will only be effective if they have been agreed in writing between Buyer and Seller.
3. Changes or additions to an agreement that has already been concluded as well as secondary agreements are only binding if they have been confirmed in writing by the Seller to the Buyer.
4. In the absence of agreement regarding the change in the purchase price, a dispute exists between the Parties, to which Article 17 of the Conditions applies.
Article 3 Quality and description
1. If the Seller shows or provides a drawing, photo, model, design, calculation or other data, this is only by way of indication.
The items ultimately to be delivered may differ from those shown. 2. The Seller undertakes to Buyer to deliver goods that:
a. are made of good materials and are of a good design;
b.
are identical in all respects to any samples or models made available or provided by the Seller and/or Buyer; c.
deliver the performance as described in the quotation, with the exception of what is stated in article 7 of these Terms and Conditions. 3. The Seller does not guarantee that the goods are suitable for the purpose for which the Buyer wishes to use them, even if this purpose has been made known to the Seller, unless the contrary has been agreed between the Parties.
Article 4 Packaging and shipping
1. The Seller undertakes to the Buyer to properly package the goods (unless the nature of the goods dictates otherwise) and to secure them in such a way that they reach their destination in good condition during normal transport.
2. The goods will be delivered or sent for delivery by the Seller to the agreed place or places in the manner determined in the order or subsequently agreed.
3. The Buyer ensures that delivery can be carried out by the Carrier.
This means that the Buyer will in any case ensure that the location: a. is accessible via a paved road whereby the truck must be able to come within a radius of 25 meters of the first door;
b.
the goods can be brought in in a normal manner, at least in the packaging material; c.
and the goods can easily be placed at the desired location. 4. The buyer is obliged to have a lift or suitable equipment for vertical transport available when placed on a floor, unless otherwise agreed.
The lift must be fully available to carry out the delivery. 5. If the Seller has made pallets, packing crates, crates, containers, etc. available for packaging and transport or has had them made available by a third party - with or without payment of a deposit or security deposit - the Buyer is obliged (unless if it concerns one-off packaging) to return these loading pallets, etc. to the address specified by the Seller, failing which the Buyer will owe compensation to the Seller, or return them to the Carrier upon delivery at the Seller's request.
Article 5 Storage
1. If for whatever reason the Buyer or End Customer is unable to receive the goods at the agreed time and they are ready for shipment, the Seller will, if its storage options allow it, at the request of the Buyer, store, secure the goods and take all reasonable measures to prevent deterioration in quality until they are delivered to the Buyer or End Customer, for a maximum period of six (6) months.
2. The Buyer is obliged to reimburse the Seller for storage costs at the Seller's usual rate from the time that the goods are ready for shipment or, if that is a later time, from the delivery date agreed in the purchase agreement.
3. The seller is entitled to change the rate referred to in paragraph 2 at any time.
4. The request referred to in paragraph 1 must be made no later than four (4) weeks before the goods are ready for shipment.
Article 6 Transfer of ownership and risk
1. Delivered goods remain the exclusive property of the Seller as long as the Buyer has not met the claims regarding the consideration for:
a. goods delivered or yet to be delivered by the Seller to the Buyer under the agreement, or
b.
under such an agreement also work or services performed or to be performed for the benefit of the Buyer, as well as c.
with regard to claims due to failure to comply with such agreements. With regard to these goods, the Seller also acquires (co-)ownership rights, as security for all outstanding claims against the Buyer, as well as with regard to the goods on which the Seller's right of ownership is lost due to processing, accession, case formation or in any other way.
As soon as the Buyer fails to fulfill one or more of its obligations towards the Seller, all claims of the Buyer become immediately and fully due and the Seller is entitled, without any notice of default or judicial intervention, to enforce the rights arising from its retention of title. 2. Before the said transfer of ownership, the buyer is not entitled to sell, deliver or otherwise dispose of the delivered goods other than in accordance with his normal business and the normal destination of the goods.
This authority lapses when the Buyer is granted (provisional) suspension of payments or when he is declared bankrupt. The buyer may under no circumstances use the item subject to retention of title as security for claims to third parties. 3. Before the transfer of ownership, the seller has access to the goods that are his property at all times, wherever they are located.
4. In the event of a violation of the provisions of this article, the Buyer will owe a fine of 10% (ten percent) of the outstanding claim at the time of the violation, without prejudice to the provisions of Article 8, paragraph 6.
5. The Buyer may agree with a third party that he pays the purchase price on his behalf and is subrogated to the Seller's claim.
In the event of payment by a third party who is subrogated to the Seller's claim, the retention of title as described in this article will not lapse. 6. In the case of subrogation as referred to in paragraph 5, the Seller delivers the reserved ownership of the goods for which the third party has paid the purchase price to the subrogated third party.
From the time of subrogation, the Buyer will hold the described items for the subrogated third party. 7. Subrogation in the claim by and transfer of the reserved ownership to a third party as referred to in paragraphs 5 and 6 does not affect the Buyer's right to sue the Seller in the event that the Seller fails in any way to comply with the agreements concluded between them.
Article 7 Time of delivery
1. Seller will deliver the goods on or around the agreed delivery date, or immediately after the end of the delivery period, which is respectively determined in the order confirmation.
If a delivery period has been agreed, it will commence on the date on which the Seller has confirmed the order. 2. The delivery date or term referred to in paragraph 1 is always approximate and does not apply as a deadline, unless expressly agreed otherwise in writing.
3. The seller reserves the right to change the delivery date or period referred to in paragraph 1 at any time.
Seller will inform Buyer as soon as possible of any changes to the delivery date or term. 4. The buyer is not entitled to suspend or (partially) dissolve the agreement as a result of a change as referred to in paragraph 3.
A change as referred to in paragraph 3 does not release the Buyer from any other obligation arising from the law, agreement or these Terms and Conditions. 5. The seller is not liable for any costs and/or damage resulting from a change as referred to in paragraph 3.
6. The buyer is obliged to accept the purchased goods at the time of delivery.
If the Buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the Buyer's risk. In that case, the Buyer is obliged to reimburse the Seller for the storage costs at the Seller's usual rate from the time that the goods are ready for shipment or, if that is a later time, from the delivery date agreed in the purchase agreement. In addition, in that case the Buyer is obliged to reimburse the Seller for all transport costs incurred for delivery. All this without prejudice to the Seller's right to still demand performance and/or full compensation and to terminate the agreement. 7. The Buyer is obliged to impose the provisions of paragraph 6 on the End Customer. If the End Customer refuses to accept delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored at the risk of the Buyer. In that case, the Buyer is obliged to reimburse the Seller for the storage costs at the Seller's usual rate from the time that the goods are ready for shipment or, if that is a later time, from the delivery date agreed in the purchase agreement. In addition, in that case the Buyer is obliged to reimburse the Seller for all transport costs incurred for delivery. All this without prejudice to the Seller's right to still demand performance and/or full compensation and to terminate the agreement.
Article 8 Assembly
1. Working drawings and floor plans must be submitted digitally to the Seller fourteen (14) days before installation.
2. During installation, the room to be furnished must:
a. be finished, broom-clean, empty and dry;
b.
the temperature should be between fifteen (15) and twenty-four (24) degrees Celsius. c.
be provided with sufficient lighting and sufficient electrical connection options of 220 volts, which are available for carrying out the installation. 3. Existing structural plinths for the goods to be placed must be completely level and have a clean, smooth finish.
4. The necessary lockable dry storage areas must be available to the Seller on location for materials and tools during installation.
5. The seller reserves the right to suspend installation at any time without giving any reason.
Article 9 Force majeure
1. The delivery and other obligations of the Seller referred to in Article 7 are suspended for the period during which the Seller is prevented from fulfilling his obligations due to force majeure.
2. Force majeure on the part of the Seller, in addition to the provisions of Article 6:75 of the Civil Code, exists if the Seller is prevented from fulfilling his obligations under this agreement or from the preparation thereof after concluding the purchase agreement. as a result of war, danger of war, civil war, terrorism, riot, molestation, fire, water damage, flood, strike (both organized and unorganized), company occupation, exclusion, import and export barriers, transport barriers, government measures, machinery defects, disruptions in the supply of energy, the (attributable or not) shortcoming by suppliers, everything both in the Seller's company and from third parties, from whom the Seller must purchase the necessary materials, raw materials, other goods or services in whole or in part, as well as during storage or during transport, whether or not under its own management, and furthermore due to all other causes, beyond the fault or the sphere of risk of the Seller.
3. If delivery is delayed by more than six (6) months due to force majeure, both Seller and Buyer are entitled to terminate the agreement in writing, stating the date on which the force majeure commenced.
In that case, the Seller is only entitled to reimbursement of the costs incurred by him. 4. The seller is entitled to demand payment for what has already been done in the execution of the agreement in question before the circumstance causing force majeure became apparent.
5. The Seller also has the right to invoke force majeure if the circumstance causing the force majeure occurs after the Seller should have already delivered the performance.
Article 10 Resale
1. In the event of resale, the Buyer is obliged to cooperate and adhere to sales promotion measures that the Seller takes, and about which he will always inform the Buyer in a timely manner.
These sales promotion measures may relate to advertising, special offers, premiums and competitions, the maintenance of certain consumer prices, a certain display in the Buyer's sales areas, trade-in promotions, etc. 2. The Buyer is entitled to use his own trademark on the packaging of the goods, but he is not permitted to do so in such a way that the Seller's (factory) brand is no longer visible.
3. The Buyer is not permitted to make adjustments to the goods in such a way that the Seller's (factory) brand is no longer visible.
Article 11 Warranty
1. With due observance of what is stated elsewhere in the Conditions, the Seller guarantees that the materials supplied by it or the materials processed/used by the Seller meet the requirements of normal traffic for a period of twelve (12) months after delivery. requirements to be imposed.
If the Buyer has sufficiently demonstrated that the delivered goods or materials do not meet the requirements imposed on them in normal traffic, the Seller will, at its option, either proceed to provide parts, repair the delivered goods, or replacement thereof, or to (partially or otherwise) dissolve the agreement in combination with a pro rata refund of the amount already paid by the Buyer and in that case without being obliged to pay damages. 2. The aforementioned warranty obligation lapses if:
a) the Buyer or End Customer makes changes or repairs to the delivered goods without prior written approval from the Seller;
b) Buyer has used the delivered goods for a purpose other than the apparent destination;
c) Buyer has handled, used or maintained the delivered goods in an improper manner (in the Seller's reasonable opinion);
d) Buyer fails to fulfill its obligations to Seller;
e) Buyer has not fulfilled its (information) obligations in accordance with paragraph 7, paragraph 8 and/or paragraph 9;
f) The buyer is otherwise wholly or partly to blame for the defect in the delivered goods.
3. Any costs of disassembly, shipping and transport are at the expense and risk of the Buyer.
4. Warranty for goods purchased elsewhere by the Buyer is only given if and to the extent that the relevant manufacturer/supplier provides a warranty and up to the extent thereof.
5. The warranty period is not extended after warranty repairs.
6. The fact that the Buyer is entitled to a warranty does not release the Buyer from its obligations, such as payment and purchase under the agreement(s) concluded with the Seller.
7. If the delivered goods consist entirely or partly of glass, the Buyer must properly inform the End Customer about the properties of and handling of this material and, more specifically, about the fact that even minor damage to tempered glass can lead to voltage differences and subsequent can lead to (glass) breakage.
8. The buyer is obliged to carefully check the shipment upon receipt.
The Buyer must immediately report visible defects and damage to the Seller or Carrier. 9. The Buyer is obliged to require the End Customer to carefully inspect the shipment upon receipt. The End Customer must immediately report visible defects and damage to the Buyer or Carrier. The Buyer is obliged to immediately report disclosures as referred to above to the Seller.
Article 12 Complaints
1. Complaints must be made in writing and as soon as possible, but no later than five (5) working days after delivery, accurately stating the nature and grounds of the complaint(s) and the alleged basis of the liability of Seller to replacement, repair or compensation.
Complaints that are not substantiated or insufficiently substantiated will not be processed by the Seller. 2. After the above period has expired, the Buyer or End Customer is deemed to have approved the delivered goods.
Complaints will then no longer be processed by the Seller and any right for the Buyer that could result from the complaint will lapse. 3. Returns of the delivered goods can only take place after the Seller has given its prior written approval, under the Conditions to be determined by the Seller.
Article 13 Liability
1. The liability of the Seller towards the Buyer is, with the exception of the provisions of the following paragraphs, limited to the fulfillment by the Seller of its warranty obligations as described in Article 10 of these Conditions.
2. Liability of the Seller for unlawful acts committed by it is excluded, except insofar as these are the result of intent or deliberate recklessness on the part of managerial subordinates of the Seller.
The liability of the Seller for indirect and consequential damage suffered by the Buyer as a result of an attributable shortcoming committed by the Seller in the performance of the Seller's obligations under any agreement, such as, but expressly not limited to: lost profit, lost turnover is also excluded. , immaterial damage, missed opportunities and damage to the good name, unless this damage is the result of the intent or deliberate recklessness of managerial subordinates of the Seller. 3. The liability of the Seller for direct damage suffered by the Buyer as a result of or related to an attributable shortcoming on the part of the Seller in the fulfillment of its obligations towards the Buyer under an agreement concluded with the Buyer is limited to those cases in which the Buyer proves that the damage is the direct consequence of the attributable shortcoming and is furthermore limited per event or series of related events with a common cause to the value agreed between the Parties (excluding VAT) of the obligation(s) in which the Seller has thus attributably failed to comply and then per delivered item, with a maximum of € 2,500 (two and a half thousand euros) per event or series of events with a common cause, unless a more far-reaching limitation arises from one of the following paragraphs.
4. Any claim against the Seller based on an agreement concluded with the Seller will lapse after one year, unless a legally valid summons has been issued beforehand.
The expiry period starts on the day following the day on which the Buyer became aware of both the damage and the liable party. 5. All defenses that the Seller can derive from the agreement concluded with the Buyer to defend against its liability can also be invoked against the Buyer by its personnel and third parties engaged by it in the execution of the agreement, as if it were its personnel and as the aforementioned third parties were themselves parties to the agreement.
6. Liability limiting, exclusive or determining conditions which can be invoked by third parties against the Seller, can also be invoked by the Seller against the Buyer.
Article 14 Indemnification
The Buyer indemnifies the Seller, its personnel and any third parties engaged by the Seller in the context of the performance of its obligations under the agreement against all claims from other third parties for compensation for any (alleged) damage suffered by the latter, caused by or otherwise related to taking into account the performance provided by the Seller under the agreement.
Article 15 Price and payment
1. The purchase price includes the price for the goods and the costs of packaging.
2. All prices published by the Seller in its quotations, catalog and otherwise are not binding, unless expressly agreed in writing.
3. All prices are exclusive of sales tax (VAT).
4. The buyer is obliged to pay the purchase price within fourteen (14) days after the invoice date in the agreed currency, unless expressly agreed otherwise.
The buyer is not entitled to deduct any amount from this purchase price due to a counterclaim, discount and/or suspension asserted by him. After acceptance and provision of a limit by the Seller's credit insurer, if any, the Seller may decide to make payment within fourteen (14) calendar days after the invoice date and in the manner indicated on the invoice.
In that case, the Seller will only deliver orders to the Buyer if the total amount of the Buyer's already outstanding accounts receivable balance plus the amount of the Buyer's outstanding orders does not exceed the issued limit. The Seller reserves the right to adjust the limit at its own discretion at any time based on new information from its credit insurer and/or on the payment behavior of the Buyer. 5. The buyer is obliged to pay 50% (fifty percent) of the full purchase price in advance if the total order price exceeds € 50,000 (fifty thousand euros), unless expressly agreed otherwise.
6. If the Buyer does not meet its payment obligations on time, the Buyer will be in default without notice of default and all payment obligations of the Buyer will become immediately due and payable.
This is also the case if the Buyer is declared bankrupt or applies for a suspension of payments. The Seller is then entitled to consider the purchase agreement as dissolved without judicial intervention. In that case, the Buyer is liable for the damage suffered by the Seller, including loss of profit, transport costs and the costs of notice of default. 7. In the event of late payment of an invoice, the Buyer owes the statutory commercial interest (Article 6:119a of the Civil Code), plus 2% (two percent) on the invoice amount, from the due date of the invoice.
8. If the Seller takes extrajudicial measures in the event of default by the Buyer, the costs will be borne by the Buyer.
This concerns the costs of the principal amount in accordance with the Decree for reimbursement of extrajudicial collection costs of July 1, 2012. These extrajudicial costs amount to a minimum of €40 (forty euros) and a maximum, depending on the principal amount, of €6,775 (six thousand seven hundred and seventy-five euros). 9. Payments made by the Buyer will always be deducted firstly from all interest and costs due and secondly from the invoices that have been due for the longest period, even if the Buyer states that the payment relates to a later invoice, unless the Seller stipulates that payments from the Buyer shall count as payments for other outstanding claims.
10. The Buyer, who uses his right of storage as referred to in Article 5, remains obliged to pay the purchase price at the time stated in paragraph 2, with due observance of paragraph 3.
11. Notwithstanding the foregoing, the Seller has the right at all times to to demand cash payment or, before proceeding with delivery or further execution of the work, to require sufficient security from the Buyer for timely payment. The security is provided by providing an irrevocable bank guarantee with a Dutch banking institution of good name and reputation, or by providing other security that can reasonably be equated with it.
Article 16 Intellectual property rights
1. All intellectual property rights (including copyrights as well as registered and unregistered design rights) on drawings, photographs, catalogues, models, designs, calculations and the like made available by the Seller to the Buyer (hereinafter: “the Materials” ), remain at all times vested in the Seller and will never be transferred to the Buyer.
Where these Terms and Conditions refer to “deliver” or conjugations of this word, it cannot be deduced that the transfer of intellectual property rights is intended. The Buyer only receives a non-exclusive, non-transferable and revocable right to use the Materials in their unaltered form and for their own use, which right never extends beyond the explicitly agreed use or the use that occurs in the context of the execution of the agreement is reasonably required. 2. Without prejudice to the general scope of paragraph 1, the Buyer is specifically prohibited from copying and/or editing the contents (including photos) of catalogs made available by the Seller. If and insofar as the Seller makes digital photos available to the Buyer, the use of these photos is only permitted for the purposes explicitly stated by the Seller and their use on any website is prohibited, unless the Seller has expressly granted its prior written permission for this. The Seller is entitled to withdraw its permission to use the Materials at any time with immediate effect, without becoming liable for damages to the Buyer, whereby the Buyer must then immediately return the Materials to the Seller.
Article 17 Legal requirements
1. The seller will endeavor to ensure that the design, composition and quality of the goods to be delivered under the order comply in all respects with all applicable requirements set in laws and regulations. / or other government regulations in this regard that are in force at the time of concluding the purchase agreement.
2. The provisions of paragraph 1 also apply to the normal use of the goods.
Article 18 Dissolution, termination and cancellation
1. Without prejudice to the provisions of Article 11, the purchase agreement will be dissolved without judicial intervention after a written statement at the time when the Buyer is declared bankrupt, applies for a provisional suspension of payments, or a request from the Seller , natural person, is granted by the court to declare the debt restructuring scheme applicable, or loses the power of disposal over his assets or parts thereof due to attachment, under guardianship or otherwise, unless the curator or administrator recognizes the obligations arising from this purchase agreement as estate debt.
2. Due to the dissolution, existing mutual claims become immediately due and payable.
The Buyer is liable for the damage suffered by the Seller, including loss of profit and transport costs. 3. Unless complete or partial cancellation is excluded when the agreement concluded with the Seller is concluded, the Buyer has the right to cancel within a period of six (6) weeks after its conclusion, but not within a period of fourteen (14) days prior to the delivery date intended by the Seller, to cancel (terminate) the agreement in whole or in part by means of a written statement addressed to the Seller, upon payment to the Seller of 30% (thirty percent) of the agreed purchase price corresponding to the part of the agreement that has been canceled. The cancellation will only take effect after the aforementioned payment has been received by the Seller and does not apply to specially purchased materials, customized products and other products that are not part of the Seller's stock, at the discretion of the Seller. Partial termination of an agreement up to a remaining order value of less than the minimum order value as it applies to the country in which the Buyer is located or as specifically stated on the Seller's quotation or order confirmation is not possible.
Article 19 Compensation and control in the event of resale
1. The Buyer who acts contrary to any provision of Article 10 will forfeit damages in favor of the Seller for each transaction that falls under one of the prohibitions stated therein.
The extent of the damage is fixed in advance by the Parties at € 10,000 (ten thousand euros) per transaction. 2. The Seller is authorized to have an independent accountant audit the Buyer's books in order to monitor compliance with the provisions of Article 10.
Article 20 Applicable law
This agreement is subject to Dutch law. The Vienna Sales Convention (United Nations Convention on International Sales Contracts, Vienna 11 April 1980, Trb. 1981, 184 and 1986, 61) does not apply to this agreement.
Article 21 Disputes
1. All disputes that may arise between the Parties, as a result of their agreement or of further agreements and other actions in connection with the present agreement, such as, but not limited to, unlawful acts, undue payments and unfounded enrichments, will be settled by the District Court of Rotterdam, except insofar as mandatory rules of competence would prevent this choice.
2. A dispute is deemed to exist as soon as one of the Parties declares this.
Article 22 Inconsistency between Dutch text and translation
In the event of inconsistency between the text of the Terms and Conditions in the Dutch language and that in another language, the Dutch version will be binding.