Of the sole proprietorship Baldosas, established in Weert, the Netherlands (Chamber of Commerce number 71034587) and of its affiliated (right) persons filed with the Chamber of Commerce.
Article 1. General
1.1. These terms and conditions shall apply to every present and future offer, quote, delivery and agreement between the Seller and the other party, hereinafter referred to as: the Buyer.
1.2. These Terms and Conditions shall also apply to contracts with the Seller for the performance of which the Seller must engage third parties.
1.3. All orders shall be accepted by the Seller only. The Seller's staff or management are therefore not contracted. The terms and conditions shall therefore also apply to the actions of the Seller's staff or management.
1.4. The applicability of any purchase or other terms and conditions of the Buyer is expressly and explicitly rejected.
1.5. If one or more provisions of these terms and conditions are entirely or partially null and void or should be null and void at any time, the provisions of these terms and conditions shall continue to apply in full. The Seller and the Buyer shall then consult to agree new provisions to replace the void or annulled provisions, taking into account as far as possible the purpose and purport of the original provisions.
1.6. If there is any lack of clarity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be in the spirit of these provisions.
1.7. If a situation arises between the parties which is not regulated in these terms and conditions, this situation must be assessed in the spirit of these terms and conditions.
1.8. If the Seller does not always require strict compliance with these terms and conditions, this does not mean that their provisions do not apply, or that the Seller would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotes and offers
2.1. All quotes and offers made by the Seller are without obligation unless a deadline for acceptance is specified in the quote. A quote or offer shall lapse if the product to which the quote or offer relates is no longer available in the meantime, for whatever reason, or if the quote is not accepted by the Buyer.
2.2. The Seller shall not be obliged to comply with his offers or quotes if the Buyer can reasonably understand that the offers or quotes and descriptions, or any part thereof, contain an obvious mistake or an error in writing.
2.3. The prices of the products stated in an offer or quote include VAT. Other government levies may apply.
2.4. If the acceptance deviates (whether or not on minor points) from the offer contained in the quotation or offer, the Seller shall not be bound by it. The contract will not then be concluded in accordance with this deviating acceptance, unless the Seller indicates otherwise.
2.5. A compound quote does not oblige the Seller to carry out part of the order for a corresponding part of the quoted price. Offers or quotes shall not automatically apply to future orders/offers.
2.6 As a rule, a down payment is requested for placing an order which is mentioned on the offer.
Article 3. Delivery periods, implementation and modifications
3.1. The Buyer must collect his order from the agreed shop or warehouse within 14 days of the notification that the order is ready, or have his order delivered via a carrier. Thereafter, after the Buyer has been duly declared in default, the Seller shall be entitled to dissolve the contract and to take back the goods in stock and make them available for sale. In this case, the Buyer shall nevertheless owe the Seller a percentage of 80% of the purchase price.
3.2. The Seller may have the order delivered to a location desired by the Buyer for a market-based fee. The Seller will use external carriers and may agree on a delivery date within a specific part of the day. However, the Buyer must be home on the agreed day to receive the delivery. The carrier delivers up to the front door. The Seller shall not be liable for any damage incurred during transport if the Buyer has arranged transport himself.
3.3. If a deadline for the completion of certain work or the delivery of certain goods has been agreed or specified at the Seller's expense, this shall never be a deadline. If a term is exceeded, the Buyer must therefore declare the Seller to be in default in writing. The Seller must be given a reasonable period of at least 6 weeks to perform the agreement before a default can occur.
3.4. The Seller has the right to have certain work carried out by third parties.
3.5. The Seller is entitled to execute/deliver the agreement in various stages and to invoice the part thus executed separately.
3.6. If the agreement is performed in stages, the Seller may suspend the performance of those parts belonging to a subsequent stage until the Buyer has approved the results of the preceding stage in writing and has paid the invoice for the preceding stages.
3.7. If the Seller requires information from the Buyer for the performance of the agreement, the performance period shall not commence until the Buyer has made this information available to the Seller correctly and in full. The Seller shall not be liable for the consequences of incorrect or incomplete information provided by the Buyer.
3.8. If during the execution of the agreement, it becomes apparent that it is necessary to amend or supplement it to ensure its proper execution, the parties shall amend the agreement in good time and mutual consultation. If the nature, scope or content of the Agreement, whether or not at the request or indication of the Buyer, the competent authorities etc., is changed and the Agreement is thereby changed in terms of quality and/or quantity, this may have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The Seller shall, as far as possible, give a quote in advance. A change in the agreement may alter the originally stated term of execution. The Buyer accepts the possibility of amending the agreement, including the change in price and period of performance.
3.10. Without being in default, the Seller may refuse a request to amend the contract if this could have qualitative and/or quantitative consequences, for example concerning the work that has to be carried out or the goods to be delivered within that framework.
3.11. If the Buyer is in default in the proper implementation of its obligations towards the Seller, the Buyer shall be liable for all damage (including all (legal) costs) incurred directly or indirectly by the Seller as a result.
3.12. If the Seller agrees on a certain price when concluding the contract, the Seller is nevertheless entitled to increase the price in the following circumstances, even if the price was not originally stated subject to change:
Article 4. Suspension, rescission and early termination
4.1. The Seller is entitled to suspend the fulfilment of the obligations or to rescind the agreement immediately and with immediate effect, if:
4.1. If the rescission can be attributed to the Buyer, the Seller is entitled to compensation amounting to 80% of the sale price, without prejudice to the Seller's right to claim additional compensation for all costs incurred by the Buyer.
4.2. If the agreement is rescinded, the Seller's claims against the Buyer will become immediately due and payable. If the Seller suspends performance of its obligations, he will retain its claims under the law and the Agreement.
4.3. If the Seller suspends or rescinds the contract on the grounds referred to in this Article, he is in no way liable to pay compensation for damage and costs arising in any way as a result, while the Buyer, on the grounds of breach of contract, is liable to pay compensation or indemnification.
4.4. If the Agreement is terminated prematurely by the Seller, the Seller shall, in consultation with the Buyer, arrange for the transfer of any work still to be performed to third parties. This unless the termination is attributable to the Buyer. Unless premature termination is attributable to the Seller, the costs of transfer will be charged to the Buyer. The Seller will inform the Buyer in advance of the extent of these costs as much as possible. The Buyer will be obliged to pay these costs within the period specified by the Seller for that purpose, unless the Seller indicates otherwise.
4.5. In the event of liquidation, (applications for) suspension of payments, bankruptcy, or application of the Natural Persons Debt Rescheduling Act (WSNP), the Seller shall be free to dissolve the contract immediately and with immediate effect, without any obligation on its part to pay any damages or compensation. In this case, Article 4.1 shall apply in full.
4.6 If the Agreement is terminated prematurely by the Buyer, the right to reclaim the down payment will lapse.
Article 5. Force majeure
5.1. The Seller is not obliged to fulfil any obligation towards the Buyer if he is hindered in doing so as a result of a circumstance for which he is not to blame and which is not for his account by virtue of the law, a legal act or the generally accepted views.
5.2. In these terms and conditions, force majeure shall mean, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which the Seller cannot have any influence, but which prevent the Seller from fulfilling his obligations. The Seller shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the contract occurs after the Seller should have fulfilled its obligation.
5.3. The Seller may suspend its obligations under the contract during the period of force majeure. If this period lasts longer than three months, either party shall be entitled to dissolve the contract, without any obligation to compensate the other party for damage.
5.4. If the Seller, at the time of the occurrence of force majeure, has already partially fulfilled his obligations under the agreement or will be able to fulfil them, and the part already fulfilled or to be fulfilled respectively, has independent value, the Seller shall be entitled to invoice the part already fulfilled respectively to be fulfilled respectively to be fulfilled respectively separately. The Buyer shall be obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
6.1. The invoice must be paid by the Buyer by pin or cash when collecting the order. If the order is delivered, payment must be made at the latest 3 days before the agreed delivery date by bank transfer to the bank account number NL.28.INGB.0008.2644.98 of Baldosas in Roermond, stating the invoice number.
6.2. If the payment is not credited on time, the Seller shall not give the order to the carrier. Payment must always be made in a manner to be indicated by the Seller in the currency of the invoice, unless otherwise indicated in writing by the Seller. The Seller is also entitled to invoice periodically.
6.3. If the Buyer fails to pay an invoice on time, the Buyer shall be in default by law. The Buyer will then owe interest. In the case of consumer purchases, the interest will be equal to the statutory interest rate. In other cases, the Buyer will owe contractual interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate will be due.
6.4. The Seller is entitled to have the payments, effected by buyer, in the first place tend to be deducted from the expenses, after that to be deducted from the amount of interest, and finally to deduct from the capital sum and the running interest.
6.5. The Seller may, without being in default, as a result, refuse an offer of payment if the Buyer designates a different order for the allocation of the payment.
6.6. If the Buyer fails to fulfil its payment obligation, it shall owe the Seller the extrajudicial collection costs in accordance with the BIK Decree.
Article 7. Retention of ownership
7.1. All goods delivered by the Seller within the framework of the contract shall remain the property of the Seller until the other party has properly fulfilled all obligations towards the Seller for whatever reason.
7.2. Goods delivered by the Seller which are subject to retention of ownership pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Buyer shall not be authorised to pledge or encumber in any other way the goods covered by the retention of ownership.
7.3. The Buyer shall at all times do everything that may reasonably be expected of it to safeguard the Seller's property rights.
7.4. If third parties seize goods delivered subject to retention of ownership or wish to establish or establish a right thereon, the Buyer shall be obliged to inform the Seller thereof immediately.
7.5. The Buyer undertakes to insure the goods delivered subject to retention of ownership and to keep them insured against fire, explosion and water damage, as well as against theft, and to make the policy of this insurance available for inspection by the Seller upon first request. In the event of any payment of the insurance, the Seller shall be entitled to these tokens. To the extent necessary, the Buyer undertakes in advance towards the Seller to cooperate in everything that may be necessary or desirable in that respect.
7.6. In the event that the Seller wishes to exercise its property rights referred to in this Article, the Buyer gives its unconditional and irrevocable consent in advance to the Seller and third parties to be appointed by the Seller to enter all those places where the Seller's property is located and to repossess those goods.
Article 8. Warranties, research and advertisements
8.1. The goods to be delivered by the Seller shall meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The warranty referred to in this article shall apply to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Buyer shall verify for himself whether they are suitable for use there and whether they meet the conditions imposed on them. In that case, the Seller may set other warranty and additional conditions concerning the goods to be delivered or work to be carried out.
8.2. The warranty mentioned in paragraph 1 of this article applies for a period of 12 months after delivery unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by the Seller concerns an item produced by a third party, the warranty shall be limited to that provided by the producer of the item, unless stated otherwise. After the expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Buyer. The Buyer is obliged to comply strictly with the instructions for use as set out on the website under ' product information', under penalty of the expiry of any warranty.
8.3. Any form of warranty shall lapse in the event of injudicious or improper use or use after the expiration date, incorrect storage or maintenance thereof by the Buyer and/or third parties when, without the Seller's written consent, the Buyer or third parties have made changes or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if they have been processed or treated in a manner other than that prescribed by the Seller. Nor shall the Buyer be entitled to any warranty if the defect has arisen due to or is the result of circumstances beyond the Seller's control, including weather conditions (e.g. but not limited to extreme rainfall causing moisture damage to products or temperatures below minus 5 or above plus 35) et cetera.
8.4. The Buyer shall be obliged to examine the goods delivered, or have them examined, immediately at the time that the goods are made available to him or the work in question has been carried out. In doing so, the Buyer shall examine whether the quality and/or quantity of the goods delivered is in accordance with what has been agreed and meets the requirements that the parties have agreed in this respect. Any defects must be reported to the Seller in writing within two weeks of discovery. The report must contain as detailed a description of the defect as possible so that the Seller can respond adequately. The Buyer shall allow the Seller to investigate a complaint (or have a complaint investigated).
8.5. Indien de Koper tijdig reclameert, schort dit zijn betalingsverplichting niet op. De Koper blijft in dat geval ook gehouden tot afname en betaling van de overigens bestelde zaken, tenzij daaraan geen zelfstandige waarde toekomt.
8.5. If the Buyer makes a timely complaint, this shall not suspend his payment obligation. In that case, the Buyer shall also remain obliged to take delivery of and pay for the other goods ordered, unless these do not have any independent value.
8.6. If a defect is reported later than 14 days after the defect was reasonably discovered, the Buyer shall no longer be entitled to repair, replacement or compensation, unless a longer period ensues from the nature of the item or the other circumstances of the case. In the event of damage, the Buyer must notify the Seller in writing (by e-mail) within 24 hours of receipt.
8.7. If it is established that an item is defective and a timely complaint has been made, the Seller shall, at the Seller's discretion, either replace the defective item within a reasonable period of time following its return or, if the return is not reasonably possible, give written notice of the defect to the Buyer, or arrange for its repair or pay the Buyer a replacement fee. In the event of replacement, the Buyer shall be obliged to return the replaced item to the Seller and to transfer ownership thereof to the Seller, unless the Seller indicates otherwise.
8.8. If it is established that a complaint is unfounded, the costs will arise, including the examination costs, on the part of the Seller, thereby incurred, entirely at the expense of the Buyer.
Article 9. Liability
9.1. Should the Seller be liable, such liability shall be limited to the provisions of this provision.
9.2. The Seller shall not be liable for damage, of whatever nature, caused by the fact that the Seller has relied on incorrect and/or incomplete information provided by or on behalf of the Buyer.
9.3. The Seller shall only be liable for direct damage.
Direct damage shall be understood exclusively:
- the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to ensure that the Seller's defective performance complies with the contract, to the extent that these costs can be attributed to the Seller;
- any reasonable costs incurred to prevent or limit damage, to the extent that the Buyer demonstrates that such costs have led to a limitation of direct damage as referred to in these terms and conditions.
9.4. The Seller shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend beyond that permitted pursuant to Section 7:24(2) of Book 7 of the Civil Code of the Netherlands (BW).
9.5. The Seller's liability shall in any event always be limited to the amount paid out by its insurer if applicable.
9.6. Should the Seller be liable for any damage, the Seller's liability shall be limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
9.7. The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of his manager and subordinates.
Article 10. Limitation period
10.1. Contrary to the statutory limitation periods, the limitation period for all claims and defences against the Seller and the third parties involved by the Seller in the performance of a contract shall be one year after the Buyer has become reasonably aware of the claim or the defence, as the case may be.
10.2. The provisions of paragraph 1 shall not apply to legal actions and defences based on facts which would justify the assertion that the delivered item does not comply with the contract. Such claims and defences shall lapse two years after the Buyer has notified the Seller of such non-conformity.
Article 11. Transfer of risk
11.1. The risk of loss, damage or loss in value shall pass to the Buyer at the time at which the goods are brought under the Buyer's control and/or at the time at which the goods are transported on the Buyer's instructions.
11.2. The Buyer must check the purchased tiles for breakage, damage and colour fastness before the tiles are transported. Tiles with damage can be exchanged immediately and free of charge. The Buyer must also check whether the goods on the invoice correspond to what the Buyer has received. This is the Buyer's own responsibility.
11.3. Tiles received by the Buyer via an external carrier must be checked immediately upon receipt for correctness and damage. In the event of damage or inaccuracy, the Buyer must inform the Seller in writing (by e-mail) within 24 hours of receipt thereof. The Seller shall not be liable for damage arising during transport carried out by third parties.
Article 12. Indemnification
12.1. The Buyer shall indemnify the Seller against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the Seller.
12.2. If the Seller should be held liable by third parties in this respect, the Buyer shall be obliged to assist the Seller both out of court and in court and to do without delay everything that may be expected of him in that case. Should the Buyer fail to take adequate measures, the Seller will be entitled, without notice of default being required, to do so itself. All costs and damage incurred by the Seller and third parties as a result shall be entirely at the Buyer's expense and risk.
Article 13. Intellectual property
13.1. The Seller reserves the rights and powers vested in it by virtue of the Copyright Act and other intellectual property laws and regulations. The Seller shall be entitled to use the knowledge gained in the performance of an agreement on its part for other purposes as well, provided that no strictly confidential information of the Buyer is brought to the attention of third parties.
Article 14. Applicable law and disputes
14.1. All legal relationships to which the Seller is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
14.2 All disputes will be submitted to a court designated by the Seller.
Article 15. Language
15.1. The Dutch text of the terms and conditions is always decisive for the interpretation thereof.
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