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General terms and conditions
GENERAL TERMS AND CONDITIONS OF SALE, AMBIANZZ BEDDING B.V.
3341 LJ Hendrik – Ido - Ambacht
Article 1: applicability
- In these conditions, the term "Seller" is applicable to AMBIANZZ BEDDING B.V. and its subsidiary and sister organisations.
- The terms "Buyer" and "Customer" are applicable to every natural person, company or legal entity that buys, orders, receives or is delivered to from Seller.
- On all products and services offered by, or on behalf of Seller, all agreements with or on behalf of Seller, and the fulfillment thereof, and of all obligations with or on behalf of Seller, these conditions apply exclusively. The applicability of conditions used by other parties than Seller, in whichever terms, is hereby explicitly rejected.
- Deviations from these terms and conditions can be agreed upon only before sale, and in writing.
- Written confirmations as specified in article 1, points 3 and 4, can only legally take place by a statutory representative of Seller, or a specifically authorised proxy holder.
Article 2: offers and agreements
- All offers made by Seller are non-committal. If no terms are agreed upon, offers made by Seller are valid for 60 days.
- All provided images are to be treated as approximations and are non-binding. Limited differences between image and product are reserved.
- The agreement is established by the Seller sending the Buyer a written confirmation that the order is accepted, or otherwise, by Seller processing the order.
- Changes in the order are invalid until when Seller confirms them in writing. All additional costs will be passed on to Buyer at tariffs in place at that moment.
- In the absence of a written confirmation, it will be assumed that the invoice shows the contents of the agreement correctly and completely.
- Seller reserves the right to cancel orders without foundation.
Article 3: prices
- In the case of demonstrable alterations of cost-determining factors, Seller reserves the right to adjust the offered or agreed upon prices, insofar as this is not prohibited by law. In this case, Seller will notify Buyer in writing. Buyer does not reserve the right to cancel the agreement.
- Invoices drafted or sent by Seller will be modified based on the altered factors.
Article 4: delivery
- Buyer is obligated to receive products delivered to it.
- Unless otherwise agreed upon, the warehouse of Seller will be viewed as the place of delivery. Products are transported at the Buyer’s own risk. During delivery, Seller is not obligated to transport products beyond reasonably accessible terrain. Delivery will take place near the vehicle.
- Seller is entitled to deliver orders in whole or in part. In the case of deliveries in part, every delivery will be viewed as a separate transaction. If and as long as a partial delivery is not paid for, Seller reserves the right to postpone next deliveries or to terminate the agreement, in whole or in part, without legal intervention and without notice of default, and without relinquishing Seller’s right to charge damages.
Article 5: delivery on demand
- If a delivery on demand is agreed upon by Seller and Buyer, without agreeing on terms for the demands, Seller is authorized to order Buyer by way of registered writing, to provide Seller within 8 days with a term no longer than one month after being ordered, within which all products will be demanded. [???]
- If Buyer does not react within the mentioned term of 8 days , or demand does not occur within one month, Seller is authorized to consider the agreement terminated, without legal intervention and without notice of default, and without relinquishing Seller’s right to charge damages.
Article 6: delivery time
- Provided delivery times are never to be viewed as a definitive deadline.
- Delivery times take effect only after the agreement has been established and all data necessary for requesting the order’s fulfillment, to be provided by Buyer to Seller, are in possession of Seller and any agreed upon advance payments are made and received.
- Only if a delivery time has been established explicitly and in writing, Buyer is authorized to demand a termination of the agreement if Seller has not prepared the products for delivery and delivered them. Under no circumstances does Buyer reserve the right to claim damages in such an event.
Article 7: transport and transfer of risk
- Products transported by Seller travel at Seller’s risk. Risk is transferred at delivery.
- Products transported by Buyer or are collected at Seller’s location, travel at Buyer’s risk.
- Products transported by a third party travel at Buyer’s risk.
- For products transported by Seller with a total worth of up to €275,- excluding VAT, a contribution in transport costs is charged of €10,- excluding VAT. This charge will be added to the relevant invoice in the Netherlands [?]. Transport costs to other countries will be in agreement with Seller. Transport costs for small packages/dropshipments up to 2 articles are €5,- excluding VAT.
Article 8: quality, inspection and complaints
- If both parties have agreed that the quality of goods will be set by a sample, then the sample will be decisive for assessing the quality.
- If no explicit agreement has been made between both parties, Buyer can only claim a quality that is normal and usual on the market for products with a comparable price-to-quality ratio.
- If an agreement has been made between parties that the quality of goods is established in a specification, colour scheme or proposal, Buyer can only derive claims from this if she has communicated the contents in writing, in accordance with article 6, paragraph 2. [?]
- Buyer reserves the right to sample the goods at its own costs, both before and after delivery. If Buyer wishes to sample before delivery, she is obliged to communicate this to Seller at least 3 weeks before planned delivery. Seller is obliged to communicate to Buyer in good time, when and where the sample can take place.
- Reclamations pertaining to visible defects or shortages in delivered goods are to be annotated by Buyer on the receipt or consignment note. Buyer is to notify Seller of all other reclamations pertaining to defects within 5 workdays after receiving the goods. In lack of such notification, Buyer is considered to have accepted the goods delivered.
- Filing reclamations does not give Buyer the right to refuse or suspend receival or payment of the goods.
- In case of a rightful reclamation and after Buyer returning the reclaimed goods to Seller, the latter will have the choice to either send a credit note for no more than the invoice value of reclaimed goods, or to replace the goods. As Seller’s responsibility for indirect defects or defects inflicted by a third party is explicitly waivered, Seller is not obliged to pay any further damages. Indien de reclamatie gegrond is en na terugzending aan verkoopster door de koopster van de gereclameerde zaken, zal de verkoopster, zulks ter harer keuze, hetzij een creditnota toesturen van ten hoogste de factuurwaarde van de gereclameerde zaken, hetzij de zaken vervangen. Tot het betalen van meerdere of andere schadevergoeding is verkoopster niet verplicht, terwijl haar aansprakelijkheid voor indirecte en/of door derden geleden schade uitdrukkelijk is uitgesloten.
Article 9: packaging
- Seller will charge reusable packaging materials separately on the invoice, alongside delivered goods.
- For the costs of packaging materials returned by Buyer, Seller will send a credit note. If the returned materials arrive in worse condition than originally delivered, a correspondingly lesser amount will be credited, at Seller’s discretion.
- If Seller delivers its goods on Eurpallets, Buyer needs to return empty, clean, whole and original Europallets. If no or insufficient Europallets are received back or if the returned Europallets are in lesser condition, Buyer will be charged a corresponding amount, at Seller’s discretion.
Article 10: retention of title
- All goods delivered or to be delivered to or on behalf of Buyer, remain the property of Seller until Buyer has fulfilled its obligations to Seller pertaining to current, previous and next similar deliveries, to additional work done or to be done by Seller, and to Seller’s claims against Buyer for failing to fulfill its obligations to Seller.
- Buyer is entitled to use or sell the goods in compliance with its normal business operations, but not entitled in any fashion to sell the goods to third parties, to encumber with a security right or rights of enjoyment, or to otherwise evade Seller’s accounts
- Buyer is obligated to report to Seller all claims or attempts of third parties to acquire the goods which are the property of Seller. Buyer is to do everything in its power to protect property rights or rights of action
- In the case of Buyer’s failure to comply to its previously mentioned obligations, or of violations of article 10 paragraph 3, and after notice of default, Seller is entitled to take back the goods which are still its property by retention of title or otherwise, without legal intervention. Buyer is obligated to reveal the place where the goods are stored and to identify the goods as Seller’s property, and in such case grant Seller access to the relevant buildings and terrains in order to retrieve the goods.
Article 11: payment
- If Seller, at its discretion, allows Buyer to purchase goods by invoice, instead of in cash, the invoices sent by Seller to Buyer are to be paid in full within 14 days after invoice date, unless otherwise agreed. Payment is to take place by a deposit on a bank or giro account provided by Seller. Payment is to take place in the currency used in the Netherlands, including VAT and without settlement. The value date provided on the bank or giro account will be decisive for determining the day of payment.
- If the amount specified on the invoice is not fulfilled within the terms stated in article 11 paragraph 1, Buyer will be considered in default, without the need of summons or notice of default, and she will be obliged to pay an interest of 2% on an annual basis over the total outstanding amount, in addition to the legal interest in effect at that moment.
- When Seller gives an outstanding or partially outstanding invoice to a third party for debt collection, all legal and out-of-court costs in relation to this will be charged to Buyer. For out-of-court costs, Buyer owes Seller at least 15% of the principal sum in addition to the already payable interests.
- After establishing the agreement, Seller is entitled to demand payment security, if she has reasonable doubts that Buyer will manage to fulfill its payment obligations to Seller in time or at all. If and for as long as Buyer refuses or is unable to provide security, Seller is entitled to demand payment at collection or to suspend fulfillment of its obligations.
- In case of failure to fulfill an invoice in time or at all, all Seller’s claims against Buyer will be immediately demandable, without need of a notice of default, and Seller is entitled to postpone or cease further (partial) deliveries until payment has taken place by Buyer.
Article 12: Dissolution
- Buyer does not, not timely, or not correctly fulfill any obligations to Seller;
- Buyer is declared bankrupt or a bankruptcy petition has been submitted, or when she requests suspension of payment or is in a state of suspension of payment;
- (Part of) its properties are seized;
- Buyer is considered legally incapacitated by court ruling or is robbed of its liberty;
- Buyer is dissolved or liquidated, or, in case of a natural person, dies;
- Buyer resorts to a strike or has resorted to it;
- Its company or an important part thereof has been transferred, including the merging of its company into a newly founded or pre-existing company;
And if Buyer has not fulfilled its obligations to Seller, the latter is entitled by occurrence of one of the mentioned situations, without any warning or notice of default and without the need of legal intervention, either to consider the agreement terminated, or to demand in whole any amount owed by Buyer to Seller. Additionally, Seller reserves the right to claim reimbursement of all relevant costs, damage and interests.
- At receival of returned goods, Seller will refund the already paid sales price, in proportion to the number and state of returned items. The amount to be returned will never amount to more than the price that Seller would charge Buyer on the day of return. If goods deemed unsalable at Seller’s discretion are returned, the refunds will never amount to more than half the sales price.
Article 13: Force majeure
In case of force majeure, Seller is entitled to cancel the yet unfulfilled part of the sales agreement, in whole or in part, or postpone its fulfillment, without being liable to any compensation.
- During postponement, Seller reserves the right, and at the end of it the duty, to choose to either fulfill or terminate the agreement, in whole or in part.
- At least, the following situations can be considered force majeure: workers’strike, occupation of the premises, excessive sick leave of personnel, problems in transport, appeal [?], molest[?], fire, water damage, defects to machinery, power outage, government measures, disruption of import or export, sales prohibition and all further obstructions in business for Seller and its carriers, as well as failure to deliver by its carriers, preventing Seller from fulfilling its obligations to Buyer in time or at all.
- If Seller has already partially fulfilled agreed said obligations at the onset of the force majeure situation, regardless termination or suspension, she reserves the right to invoice the incurred costs or the performed work or delivered goods, and Buyer is to fulfill this invoice as if it were a separate transaction.
Article 14: Applicable law and competent court
- To all agreements and obligations that these conditions apply to, Dutch law applies.
- All disagreements based on an offer (quotation), order, agreement or obligation that these terms apply to, or on these terms themselves and their interpretation and execution, insofar as legal provisions allow, will be submitted to the judgement of the absolutely competent court of the district to which Rotterdam belongs, unless Seller prefers to submit the disagreement to the authorized judge for the locality where the Buyer has its business or residence.
Article 15: Special provisions
- Products of Ambianzz Bedding (Nightlife etc.) are barred from sale on sales platforms.
-- end of general terms and conditions –
Our general delivery terms apply to all deliveries. These can be sent at request.