ARTICLE 1 QUOTATIONS
1. All offers for which no validity period has been indicated are without obligation.
2. The models, images, drawings and sizes shown, attached or communicated with the quotations give a general representation of the items offered. Changes in the construction, as a result of which the actual execution differs slightly from the said models, images, drawings or sizes, but as a result of which no substantial change is brought to the technical and aesthetic execution of the articles, do not give the client the right to refuse receipt or payment of the delivered goods.
3. Images and drawings provided by the seller shall remain his property at all times and shall be returned to him without delay upon request made, failing which the client and the possible holder owe the value to be determined by the seller. This provision also applies if the seller has expressly indicated in writing that he wishes to be returned.
ARTICLE 2 ACCEPTANCE OF ORDERS
1. All agreements of purchase and sale are entered into by the seller under the suspensive condition that information to be obtained by him shows that the client is sufficiently creditworthy.
2. If the seller does not inform the client in writing within 25 working days after entering into the agreement that the agreement cannot be executed due to insufficient creditworthiness of the client, the agreement becomes final, on the understanding that the seller may at any time make use of his right described in the third paragraph.
3. If a client is in default vis-à-vis the seller in the settlement of any part of the agreement, the seller is at all times entitled, even after he has already taken an order in full or in part in execution, before proceeding to delivery, to require the client to provide sufficient security that he will meet his payment obligations.
4. Changes and cancellations of orders made by the client are only effective after written agreement on the part of the seller, subject to the provisions of article in this respect 5. If the seller does not reply within 15 working days after the request for modification or cancellation, the seller is deemed to have agreed.
5. If the seller has given a written order confirmation, the content of which differs from what has been ordered by the client in writing or whose delivery time differs from the desired by the client, the seller must explicitly point out these deviations in the order confirmation or in the case of separate writing. If the client does not respond to this in writing within 10 working days, the purchase agreement is deemed to have been concluded.
6. If an order confirmed by the seller stating the agreed price and delivery time is cancelled by the client, the seller will, provided that the cancellation is approved by him, charge a fee of costs.
7. For orders with an invoice amount of less than € 250, – the seller will charge a fee in connection with the higher costs. If the client and seller have not made any agreements about this, a fee of € 50,-.
8. If an agreement of purchase and sale is concluded as a result of a visit, which is brought by the private customer of the client to the showroom of the seller, the seller can charge a fee for the provision of this service to the client.
9. For orders higher than € 3,000, – a deposit of 50% of the invoice amount is due.
ARTICLE 3 SHIPPING AND DELIVERY
1. If the goods are shipped by means of transport of the seller or by forwarders working on his behalf, the delivery will take place by offering the goods on the ground floor to the warehouse of the client. In that case, the goods travel until the moment of delivery at the risk of the seller.
2. In all other cases, the delivery is completed as soon as the goods have been delivered to the carrier or the place of loading of another public transport means, located closest to the seller’s warehouses. In these cases, the goods always travel at the risk of the client, even if the transport documents show otherwise, including the statement demanded by third parties is “insufficiently packaged”, unless the client has complained to the carrier immediately after receipt. Unless the goods are collected by the client at the seller’s warehouse, they travel by a means of transport customary on site at the seller’s choice. If the client wishes a different method of transport, the extra costs thereof are for his account.
3. All goods will be transported at the expense of the client, unless the freight costs have been included in the price.
4. If a client refuses to immediately take receipt of the goods offered to him correctly and undamaged, the resulting freight costs, storage costs, etc. are for his account.
ARTICLE 4 LIABILITY WHEN ASSEMBLY AND KEEPING DELIVERED GOODS CLEAN
1. When the client wishes that the purchased goods are hung, assembled and linked to the electrical lines by the seller on the spot where the client indicates this, this is only done under the condition that the client is and remains fully liable for the proper condition of the supplied electricity lines, the quality of the ceilings and walls and the suspension points designated by the client. The client must ensure that the surface is sufficient for the assembly of the purchased goods. The seller can never be held liable if it turns out afterwards that the pipes, ceilings and / or walls were of insufficient quality to attach and keep the purchased goods attached.
2. The cleaning of the purchased goods is done entirely at the expense and risk of the client. Instructions to this effect are given by the client. If, as a result of the use of cleaning products, the turning or changing of the position of the suspended crowns, lamps or other items and all actions that could affect the quality of the attachment, damage occurs or goods completely or partially let go and thereby cause damage both to the goods themselves and to third parties, all consequences thereof are entirely at the expense of the client and the seller can never be held liable for this. The client must also take this into account in its instructions to cleaning staff.
ARTICLE 5 RETENTION OF TITLE
1. Delivered goods remain the exclusive property of the seller as long as the client has not fulfilled the claims regarding the consideration for:
– Goods delivered or to be delivered by the seller to the client pursuant to the agreement, or
– Pursuant to such an agreement also for the benefit of the client performed or to be performed work or services to be performed, as well as in respect of the claims due to failure to comply with such agreements.
In respect of these goods, the seller also obtains the (co-) right of ownership, as security of all outstanding claims against the client, as well as with regard to the goods on which the seller’s right of ownership is lost due to processing, tracing, business formation or in any other way. As soon as the client fails to fulfil one or more of its obligations towards the seller, all claims of the client become immediately and fully due and payable and the seller is entitled, without any notice of default or judicial intervention, to effectuate the rights arising from his retention of title.
2. Before the said transfer of ownership, the client is not authorized to sell, deliver or otherwise dispose of the delivered goods. The Client may under no circumstances use the item covered by retention of title as security of claims to third parties.
3. Before the said transfer of ownership, the seller has access at all times to the goods that are his property, wherever they are located.
4. In the event of violation of the provisions of this article, the client shall be liable to pay a fine of 10% of the claim outstanding at the time of the violation, without prejudice to the provisions of Article 11 paragraph 6.
5. The client can agree with a third party that he pays the purchase price to the seller for him and then enters into the rights of the seller for this (is supervised). This must be made known in writing by the client to the seller in order to obtain any legal force. If (part of) the agreed purchase price is paid by a third party, who takes over the seller’s claim (this is superseded therein), the retention of title as described in this article will not lapse.
6. In the event of subrogation as referred to in paragraph 5, the seller shall deliver the reserved ownership of the goods of which the third party has paid the purchase price to the subrogated third party if the client has requested this in writing. In that case, the original client expressly waives any right with regard to the order.
7. Subrogation in the claim by and transfer of the reserved ownership to a third party as referred to in paragraphs 5 and 6 have the consequence that the client can no longer address the seller in the event that the seller fails in any way in the performance of the agreements concluded between them.
ARTICLE 6 DELIVERY TIME
The indication of the delivery time is approximate. The seller undertakes to adhere to the stated delivery time as much as possible, but is not liable for the consequences of exceeding, which he has not reasonably been able to prevent. Such an overrun does not oblige the seller to pay any compensation, nor does it give the client the right to dissolve the agreement.
ARTICLE 7 COMPLAINTS
1. Any complaints must be notified to the seller in writing within 1 year after delivery of the goods. However, under penalty of inadmissibility, the complaint must be set up in writing immediately after the circumstances giving rise to the complaint have come to the notice of the client. Each delivery can be regarded as a separate transaction, i.e.dat complaints, which relate to a particular delivery, do not affect prior or subsequent deliveries.
2. Under penalty of inadmissibility of any complaints, the client must immediately after receipt check the goods for visible defects.
3. Complaints that, by their nature or by custom, cannot be set within the set period of 1 year after delivery of the goods, can still be instituted with due observance of the provisions of paragraphs 1 and 2.
4. Complaints on goods delivered by the seller, which have already been resold by the client, will only be processed if they have been reported in writing by the client to the seller in time.
5. Complaints do not give the client the right to extend the relevant payment term without the written permission of the seller.
6. In the event of an alleged attributable shortcoming, or in other cases, the goods can only be returned by the client after the seller has agreed to this in writing. If the seller does not respond within 10 working days after a written request from the client, he is deemed to have agreed. If the seller does not agree, he must argue his refusal. Return shipments without such a written letter of agreement do not affect the obligation to pay the outstanding invoice amounts, while the resulting costs are at the expense of the client.
7. Repairs made by or on behalf of the client to delivered goods, of whatever nature and for whatever reason, will not be reimbursed by the seller, unless the seller has previously agreed in writing to the performance of those repairs.
ARTICLE 8 WARRANTY
1. The seller shall grant a guarantee to the client and the first user for the lighting supplied by him from the day of invoicing, counting from the day of invoicing to the client, in so far as it concerns defects attributable to the seller, which are found under normal use, on the basis of the following depreciation procedure:
– within 1/2 year after the invoice date:
the costs of repair or replacement, including the freight within the Netherlands, are entirely for the account of the seller;
– within 1 year of the invoice date:
the costs of repair or replacement, including the freight within the Netherlands, are for 2/3 part for the account of the seller;
– within 2 years of the invoice date:
the costs of repair or replacement, including the freight within the Netherlands, will be borne by the seller for 1/3 part.
The aforementioned periods can be exceeded by a maximum of four months, if the commissioning of the case has taken place after the invoice date.
2. Improper handling of or insufficient care for the delivered goods excludes any complaint and voids guarantees, if and insofar as the complaint is related to that injudicious treatment or insufficient care.
ARTICLE 9 LIMITATION OF LIABILITY
1. To the extent permitted by law, the seller’s liability for damage caused by defects of the delivered goods is limited to the amount for which the seller is insured for this type of situation with a maximum of the net invoice amount of the delivered goods.
2. The seller is never liable for indirect damage, including damage from third parties or loss of profit.
ARTICLE 10 NON-ATTRIBUTABLE SHORTCOMING
1. If the seller is hindered in the execution of the agreement by mobilization, danger of war, war, strike, exclusion or by a non-attributable shortcoming of a different nature, he is not bound by any term and also authorized not to execute the agreement concluded by him in whole or in part, without any legal measure being necessary. The seller must immediately notify the client of the occurrence of the circumstances of the non-attributable shortcoming.
2. If the client is unable to fulfil his part of the agreement due to a non-attributable shortcoming, the result is that he cannot be forced to comply with it. The client must immediately notify the seller in writing of the occurrence of the circumstances of the non-attributable shortcoming.
3. In all cases of a non-attributable shortcoming, the seller will have the right to dissolve the agreement, if it cannot reasonably be expected to continue the agreement.
ARTICLE 11 PAYMENT
1. All payments must be received net in cash, or by bank on the delivery date. In the case of larger deliveries, a payment term of a maximum of 8 days can be agreed upon after consultation and only on the initiative of the seller. The invoice amount must be received within this period. If the delivery takes place after the invoice date, the day of delivery counts as the invoice date.
2. Any credit notes will be settled with the next invoice, but no later than within one month.
3. From the moment that the payment must have been made, the client owes an interest payment of 1% of the invoice amount for each month or part of the month, with which the due date is exceeded, with a maximum of 10% per year.
4. The client is in default by the mere expiry of the payment term or the non-fulfilment of any obligation, but the seller will give notice once in writing before proceeding to further measures.
5. In the event of non-payment of any amount due, of suspension of payments, of application for suspension of payment, of bankruptcy or liquidation of the affairs of the principals, the seller has the right, the contract, or that part thereof, which has not yet been executed, without further 2 and without any judicial intervention being required, to dissolve and to recover the unpaid goods, without prejudice to his right to compensation for any loss that may arise as a result of this and other things, may arise for him. In these cases, any claim, which seller has at the expense of the clients, is suddenly and immediately fallible.
6. By the mere conclusion of the purchase agreement, the client is obliged to pay all extrajudicial costs, including the costs of legal assistance and advice prior to the procedure, in connection with the client’s failure to fulfil any obligation towards the seller, regardless of the interest payment referred to in paragraph 3 of this article. The extrajudicial collection costs are:
– 15% over the first € 2.500,-
– 10% over the next € 2,500 and
– 5% over the next € 5000,-.
– 1% on amounts still due up to € 200,000
– 0.5% on amounts still due above € 200,000
With a minimum of €100,-. These costs include reminder costs, administration costs postage and office costs. In addition, the agreed interest on the outstanding claim is due. No interest is charged on the collection costs.
ARTICLE 12 APPLICABLE LAW AND COMPETENT COURT
1. All offers, agreements and the execution thereof are exclusively governed by Dutch law.
2. All disputes will be settled by the court in the district where the seller is established.