General Terms and Conditions of Dutch Protect Flooring (trade name of Dutch Event Carpets B.V.) Noordersluisweg 19, 8243 PR Lelystad.
Article 1. General
1.1 These general terms and conditions apply between Dutch Protect Flooring B.V. hereinafter referred to as: DPF, and a client and/or buyer of DPF hereinafter referred to as the buyer.
1.2 These terms and conditions apply to all offers, quotations and agreements relating to sales, the supply of goods and the provision of services between the user and the client. Deviations from these terms and conditions only apply if and insofar as they have been confirmed in writing by the user. Agreements with members of staff do not bind the user, nor do they have any validity. By placing an order, purchase or agreement the buyer accepts these terms and conditions. The user's conditions are accessible to everyone and are also included on our internet site.
1.3 These terms and conditions also apply if DPF needs to engage the services of third parties for the execution of all agreements.
1.4 Unless otherwise agreed in writing, DPF does not recognise any general or specific terms or conditions of third parties.
1.5 In case the Conditions and an Agreement contain mutually contradictory clauses, the Agreement shall prevail.
1.6 If any part of the Conditions is null and void or is destroyed, the other provisions of the Conditions will remain fully in force and the parties will be bound to make every effort to agree on a substitute provision that is valid and as close as possible to the original intentions of the parties.
Article 2. Offers and conclusion of agreements
2.1 All offers are without engagement, unless expressly stated otherwise by DPF.
2.2 Agreements for the supply of goods and/or services are binding on DPF only after written confirmation. The actual execution by DPF or an invoice sent by DPF is equivalent to a written confirmation of the offer.
2.3 If the correctness of this written confirmation is not disputed within 8 days, also in writing, DPF and the Customer are bound by it.
2.4 Offers made by DPF do not automatically apply to repeat orders.
2.5 DPF cannot be held to its offer if the buyer should have understood that the offer, or a part thereof, contained an obvious mistake or error.
2.6 Additions, modifications and/or further agreements are only valid if agreed upon in writing.
Article 3. Prices/Price increase
3.1 Unless otherwise indicated, all prices are in Euros, exclusive of turnover tax (VAT).
3.2 DPF guarantees that price increases will not occur after the conclusion of the sale, unless the price increase is the result of statutory regulations, legal provisions and/or another form of force majeure.
3.3 If the price increase is not the result of statutory regulations and/or provisions, the customer has the right to terminate the agreement on the day the price increase takes effect.
Article 4. Delivery
4.1 If goods are available from stock, they will be sent immediately after ordering. DPF may charge shipping costs for the shipment of ordered products. The delivery of ordered products takes place at the postal address known to DPF, which is not of a temporary nature, and delivered to the natural person who is at the delivery address.
4.2 The customer must sign for receipt of the products. This is only different if the customer has grounds for refusal based on the law.
4.3 If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the items will be stored at the expense and risk of the buyer.
4.4 DPF's obligation to deliver will be fulfilled, subject to proof to the contrary, as soon as the goods delivered by DPF have been offered to the buyer. In the case of home delivery, the report of the transporter, containing the refusal of acceptance, serves as full proof of the offer to deliver, subject to proof to the contrary.
4.5 In case of refusal of the offered goods, return freight and storage costs, as well as the risk of damage or loss of the refused goods shall be entirely at the expense of the buyer, unless the buyer invokes the right to rescind the purchase or the replacement of the goods on good grounds.
Article 5. Delivery time
5.1 A delivery time specified by DPF should never be regarded as a strict deadline. The delivery period starts first after all necessary information is in DPF's possession, after which DPF will try to make the delivery within 30 days.
5.2 Within the framework of the rules of distance selling, DPF will carry out orders with due speed, but at least within 30 days. If this is not possible (because the order is out of stock or no longer deliverable), or for other reasons, or an order can not or only partially be implemented, the customer will receive a message within 1 month after placing the order and in that case he has the right to cancel the order without cost and notice of default.
5.3 A desired delivery date given by the Customer is only a desired delivery date. The actual delivery date may deviate from this and is only final when confirmed by DPF.
Article 6. Dissolution
6.1 Without prejudice to DPF's rights on the basis of the law, DPF is entitled to suspend or dissolve the agreement in whole or in part by means of a written statement to the buyer with the right to claim compensation from the buyer if, after the conclusion of the agreement, DPF learns of circumstances that give DPF good reason to fear that the buyer will not fulfil its obligations or if DPF requested security for the fulfilment of its obligations at the time of the conclusion of the agreement and this security is not provided or is overdue. DPF learns of circumstances that give DPF good reason to fear that the Customer will not fulfil its obligations or if, at the time of the conclusion of the Agreement, DPF requested security for the fulfilment of its obligations and this security is not provided or is insufficient (despite a demand), as well as in the case of bankruptcy of the Customer, the Purchaser's own petition for bankruptcy, suspension of payment, liquidation or a decision to that effect, whole or partial transfer of the Purchaser's business or seizure of any part of its assets.
6.2 If circumstances arise with regard to persons and/or materials that DPF uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so objectionable and/or disproportionately expensive that compliance can no longer be reasonably required, DPF is entitled to dissolve the agreement.
6.3 The buyer is entitled to dissolve the agreement within a period of 28 calendar days without giving any reason, unless expressly agreed otherwise, in case of an order placed with DPF, in accordance with Article 7:5 of the Dutch Civil Code, in case of a consumer purchase. This period starts at the moment the ordered goods are delivered. If the buyer has not returned the goods to DPF after this period, the sale is a fact. The buyer is obliged, before proceeding to return the goods, to notify DPF within the period of 14 calendar days after delivery. The Customer must prove that the products were returned on time (no later than 28 calendar days after delivery), for instance by means of a proof of postal delivery. The return of the goods is entirely at the risk and expense of the buyer. The goods must be returned in the original packaging (including accessories and associated documentation) and in new condition. If the goods have been used, encumbered or in any way damaged by the customer, the right to dissolution within the meaning of this paragraph expires. Subject to the provisions in the preceding sentence, DPF confirms, upon receipt and inspection of the returned goods, the dissolution of the purchase by return and ensures that within 14 days after receipt of the complete return shipment, the full purchase amount will be refunded to the customer free of charge.
Article 7. Force majeure
7.1 Force majeure is understood to mean, apart from what is covered by the law and jurisprudence, all circumstances which are beyond DPF's control and which impede the delivery of goods or make it impossible, including but not limited to strikes at DPF and/or its suppliers, disruptions in the Internet or WAP, electricity disruptions, disruptions in e-mail traffic and disruptions or changes in technology provided by third parties.
7.2 An appeal to force majeure can also be made if the circumstance that prevents (further) fulfilment occurs after DPF should have fulfilled the obligation.
7.3 If the period in which fulfilment of the obligation by DPF is not possible due to force majeure lasts longer than 8 weeks, both parties are entitled to dissolve the Agreement, without any obligation to pay compensation.
7.4 If DPF has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, DPF is entitled to separately invoice the part already delivered or the part that can be delivered, and the buyer is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or deliverable has no independent value.
Article 8. Guarantee
8.1 DPF does not offer a more extensive guarantee on delivered goods than the guarantee (conditions) provided by the manufacturer of these goods, without prejudice to the rights of the buyer arising from mandatory statutory provisions.
8.2 DPF is never responsible for the final suitability of the goods for each individual application by the buyer, nor for any advice regarding the use or application of the goods, nor for the use of the goods by the buyer.
8.3 The buyer is obliged to check the delivered goods immediately upon receipt. If it turns out that the delivered goods are wrong, faulty or incomplete, the buyer must (before proceeding to return them to DPF) notify DPF of these defects immediately in writing. Any defects or faulty goods delivered should and can be reported in writing to DPF at the latest 30 days after delivery. Goods should be returned in the original packaging (including accessories and documentation) and in new condition. Putting into use after the discovery of the defect, damage occurring after the discovery of the defect, encumbrance and/or resale after the discovery of the defect, cancels this right of complaint and return entirely.
8.4 In case DPF finds complaints from the buyer well-founded, DPF will, at its discretion, either replace the delivered goods free of charge or enter into a written settlement with the buyer regarding the compensation for damages, on the understanding that DPF's liability and therefore the amount of compensation for damages is always limited to a maximum of the invoice amount of the relevant goods, or (at DPF's discretion) to the maximum amount paid out by DPF's liability insurance in the case in question, if the damage is higher than the invoice amount. Any liability of DPF for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential loss or loss of profit.
8.5 DPF is not liable for damage caused by intent or equivalent recklessness of non-managerial staff.
8.6 This guarantee does not apply if: A) and as long as the buyer is in default towards DPF; B) the buyer has repaired and/or modified the delivered goods himself or has had them repaired and/or modified by third parties. C) the delivered goods have been exposed to abnormal conditions or are otherwise treated without care or contrary to the instructions of DPF and/or the instructions for use on the packaging; D) the unsoundness is entirely or partly the result of rules that the government has set or will set with regard to the nature or the quality of the applied materials;
8.7 DPF is not liable for damage and consequential loss in the broadest sense of the word as a result of installation by third parties/the use of the products by third parties.
8.8 DPF is not liable for damage and consequential loss in the broadest sense of the word resulting from the use of the products.
8.9 DPF is not liable for any damage or consequential loss that is caused by the placement of the products by DPF or one of DPF's companies and/or undertakings.
Article 9. Payment
9.1 Unless otherwise agreed, payment must be made in advance. Payment in instalments is not possible.
9.2 After the expiry of 14 days from the date of invoice, the customer is legally in default and from that moment onwards shall owe an interest of 1% per month on the amount due and payable, unless the legal interest rate is higher, in which case the legal interest rate shall apply, with part of a month being counted as a whole month.
9.3 In the event of bankruptcy or suspension of payment on the part of the Customer or a request for such, DPF's claims and the Customer's obligations vis-à-vis DPF are immediately due and payable.
9.4 Any amount still to be paid on delivery must always be done on the basis of the most recent order confirmation, with deduction of any down payment that you received from DPF. You must immediately report any differences between the amount stated on the waybill and the order confirmation; the amount on the order confirmation is leading.
9.5 In case of an incomplete or delayed payment after delivery, DPF will take the following steps - If payment is still not made, DPF will send a 2nd reminder including 20 euros for administration costs 7 days after sending the 1st reminder. - If payment is again not made, DPF will send a 3rd reminder including 20 euros for administration costs 7 days after sending the 2nd reminder. Additional costs incurred for calling in the collection agency will be charged to the buyer, including the interest rate legally determined at the time of the claim for commercial transactions from 14 days after the 2nd payment reminder was sent.
9.6 If DPF has to hand over its claim for collection, the Customer will owe a fixed amount of 15% of the amount due in out-of-court collection costs, with a minimum of 250 Euros.
9.7 If DPF can demonstrate that it incurred higher expenses, which were reasonably necessary, these are also eligible for reimbursement.
9.8 Refunds or remunerations from DPF will be refunded to an account number specified by the Customer within 31 days of the Customer's agreement and receipt of relevant information from the Customer (name of Customer, account number, bank, city).
Article 10. Retention of title
10.1 The right of ownership of all goods sold and delivered by DPF to the buyer remains with DPF as long as the buyer has not paid DPF's claims on account of the agreement or previous or subsequent similar agreements, as long as the buyer has not paid the work performed or to be performed for these or similar agreements and as long as the buyer has not paid DPF's claims for failure to fulfil such obligations, including claims relating to penalties, interest and costs, all this within the meaning of Article 3:92 of the Dutch Civil Code.
10.2 Goods delivered by DPF which fall under the retention of title may only be resold in the context of normal business operations and may never be used as a means of payment.
10.3 The customer is not authorised to pledge or otherwise encumber goods subject to retention of title.
10.4 The Customer hereby unconditionally and irrevocably authorises DPF or a third party to be appointed by DPF, in all cases in which DPF wishes to exercise its property rights, to enter all those places where DPF's property will be located and to take those goods with it.
10.5 If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, the Customer is obliged to inform DPF of this as soon as may reasonably be expected.
10.6 The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft, and to submit the policy of this insurance to DPF for inspection on demand.
Article 11. Privacy
11.1 DPF respects the privacy of online visitors to its website and is the sole owner of the information obtained through this website, unless otherwise indicated. This information is not sold, shared or rented by DPF to third parties in any way other than as stated in this privacy statement.
11.2 Information from which the identity of an online visitor to DPF's website can be derived is provided voluntarily by the visitor. This information may be used within DPF (and all its subsidiaries and brands) with the aim of making visits to our websites as easy and enjoyable as possible. In addition, this information may be used for analysis and to provide information about DPF's product portfolio. The buyer explicitly gives permission for this. DPF is entitled to publish information about a visitor in special cases, when there is reason to assume that the publication of such information is necessary in order to identify, contact or bring legal proceedings against someone who, intentionally or unintentionally, shares or damages the rights or property of DPF, other users of its website or others who may be adversely affected by such behaviour. DPF is authorized to release information about users when we believe in good faith that the law requires it.
11.3 DPF collects non-personal information about our online visitors in order to determine the total number of visitors to the website, as well as the type of Internet browser and operating system used. Personal data can be deleted at the online visitor's request insofar as this does not involve a disproportionate effort or expense for DPF.
Article 12. Intellectual property rights
12.1 Unless expressly agreed otherwise in writing, the full copyrights and all other rights of intellectual and industrial property in relation to the goods or services supplied by DPF, such as trademark rights, design rights, patent rights, sui generis database rights, etc., are vested exclusively in DPF and/or its suppliers.
12.2 Parties undertake to take sufficient measures to ensure the confidentiality of each other's confidential information that they become aware of in the performance of the Agreement. 12.3 The website of DPF is protected by copyright. The website is intended for personal or internal use of our clients, whereby it is not allowed to multiply the website and its contents other than by downloading and viewing it on a single computer, and/or printing a single hardcopy. Without prior written permission of DPF it is not allowed to reproduce, transmit or make available on a network this website and its contents in any other way.
Article 13. Applicable law
Dutch law applies exclusively to all offers and agreements by DPF. The applicability of the Vienna Sales Convention is expressly excluded.
Article 14. Disputes
14.1 For questions and/or complaints, the Customer can call DPF at the number 0320-337323, available from Monday to Friday from 08.30 - 17.00 hours. Complaints are usually dealt with within 30 days. If for any reason this is not possible, the customer will be informed of the delay.
14.2 If DPF agrees with the Customer to settle the dispute by means of compensation, then the compensation will be deposited into an account number specified by the Customer within 31 days after agreement and receipt of the relevant information (name, account number, bank, place) for the payment of the compensation.
14.3 The customer has the opportunity to submit the dispute to an independent dispute committee. This can be the Thuiswinkel arbitration board or another equivalent arbitration board, which does not affect the buyer's right to submit the dispute to a competent court in the Netherlands.
Article 15. Promotional material
15.1 Pictures placed with the various products may differ from the original and serve as examples and no rights can be derived from them.
Article 16. Other terms and conditions
16.1 If the delivery location is not accessible for a 15 m long tractor-trailer combination, the customer must give advance notice to arrange special transport at extra cost. If the Customer has not given prior notice, DPF may cancel the order and charge the costs incurred to the Customer. The load will be unloaded along the tractor-trailer combination, trying to unload as close as possible to the desired delivery location, if feasible and responsible.
16.2 If the customer is not present on the delivery date, the extra costs incurred shall be borne by the customer. If the customer wants to change the delivery date, this can be done free of charge up to 5 days in advance. Using the products is equal to accepting the products.
16.3 When cancelling the order we refund the amount minus administration costs to your account.