General delivery and payment conditions of:
Hazenkamp Furnitures B.V.
Floral avenue 20
5928 RB VENLO
Registration number Chamber of Commerce Limburg-North: 12042330
ARTICLE 1: APPLICABILITY
These terms and conditions apply to all offers and to all agreements of purchase and sale and/or to perform work and/or provide services of Hazenkamp Furnitures B.V., with its registered office in Venlo, hereinafter referred to as “Hazenkamp Furnitures”.
The client/buyer will be referred to hereinafter as “the other party”.
Conditions to the contrary only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed on this in writing.
The acceptance and retention by the other party without comment of a quotation or order confirmation, to which reference is made to these terms and conditions, is considered to be consent to their application.
The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
ARTICLE 2: AGREEMENTS
Agreements are only binding upon written confirmation from Hazenkamp Furnitures.
Additions or changes to the general terms and conditions or other changes or additions to the agreement only become binding after written confirmation by Hazenkamp Furnitures.
ARTICLE 3: OFFERS
All offers, quotations, price lists, delivery times, etc. of Hazenkamp Furnitures are without obligation unless they contain a term for acceptance. If a quotation or offer contains a non-binding offer and this is accepted by the other party, Hazenkamp Furnitures has the right to revoke the offer within 2 working days after receipt of the acceptance.
Samples and/or models shown and provided are for indication only. No rights can be derived from this unless the parties have expressly agreed otherwise in writing.
A. If between the date of the conclusion of the agreement and the execution of the
If the cost price of the ordered items/materials used increases and/or changes are made by the government and/or trade unions in wages, working conditions or social provisions, Hazenkamp Furniture is entitled to pass on these increases to the other party. Should Hazenkamp Furnitures and/or suppliers issue a new price list and come into effect between the aforementioned dates, Hazenkamp Furnitures is entitled to charge the prices stated therein to the other party.
B. In the event that the other party is a natural person who does not act in the course of a profession or business, price increases may be passed on or charged within 3 months after the conclusion of the agreement. In the event of price increases, as stated above in this article, within a period of fewer than 3 months, the other party is authorized to dissolve the agreement.
ARTICLE 4: ENTRY OF THIRD PARTIES
Hazenkamp Furnitures is authorized to engage third parties to implement what has been agreed.
ARTICLE 5: DELIVERY / WORK PERFORMED AND TERMS
Delivery takes place ex-warehouse unless the parties have expressly agreed otherwise in writing.
Stated delivery times and periods within which work must be performed can never be regarded as strict deadlines unless expressly agreed otherwise in writing. Hazenkamp Furnitures must therefore be given written notice of default in the event of late delivery or termination of the work.
When delivered in installments, each stage is considered a separate transaction.
If it proves impossible to deliver the goods to the other party or to carry out the work to be performed, due to a cause within the sphere of the other party, Hazenkamp Furnitures reserves the right to store the goods at the expense and risk of the other party. to hit. Hazenkamp Furnitures will inform the other party in writing of the storage performed and/or the hindrance in the performance of the work to be performed, and will also set a reasonable term within which the other party must enable Hazenkamp Furnitures to resume the work and/or to deliver.
If the other party continues to fail to fulfill its obligations even after the reasonable term set by Hazenkamp Furnitures, as determined in the previous paragraph of this article, the other party is liable for the mere lapse of 1 (one) month, calculated from the date of storage or hindrance in the performance of the work to be performed, is in default and Hazenkamp Furnitures has the right to terminate the agreement in writing and with immediate effect, without prior or further notice of default
statement, without judicial intervention and without being obliged to pay compensation for damages, costs and interest, in whole or in part.
The foregoing does not affect the obligation of the other party to pay the agreed or stipulated or owed price, as well as any storage costs and/or other costs.
Hazenkamp Furnitures is authorized – with regard to the fulfillment of the other party's financial obligations – to require advance payment or security from the other party before proceeding with delivery and/or commencing the work.
ARTICLE 6: PROGRESS OF DELIVERY, PERFORMANCE OF WORK
If the deliveries or work cannot take place normally or without interruption due to causes through no fault of Hazenkamp Furnitures, Hazenkamp Furnitures is entitled to charge the other party for the resulting costs, including call-out costs.
If, during the execution of an order accepted by Hazenkamp Furnitures, it appears that it cannot be executed, either as a result of circumstances unknown to Hazenkamp Furnitures or as a result of any force majeure whatsoever, Hazenkamp Furnitures has the right to claim that the order given to Hazenkamp Furnitures is changed in such a way that the execution of the work becomes possible unless this will never be possible as a result of unknown circumstances or force majeure. Hazenkamp Furnitures is then entitled to full compensation for the work already performed or costs incurred by Hazenkamp Furnitures.
All expenses incurred by Hazenkamp Furnitures at the request of the other party will be fully borne by the latter unless expressly agreed otherwise in writing.
ARTICLE 7: TRANSPORT
Ordered goods will be shipped in a manner to be determined by Hazenkamp Furnitures, but at the expense and risk of the other party, unless the parties have expressly agreed otherwise in writing.
Hazenkamp Furnitures is not liable for damage, of whatever nature and form, that is related to transport, whether or not suffered from the goods.
The other party must properly insure itself against the aforementioned risks.
The other party guarantees good accessibility of the destination/unloading location and is responsible for the unloading/unloading.
Orders or deliveries that have not been accepted will be stored by Hazenkamp Furnitures at the expense and risk of the other party, in accordance with the provisions of Article 5.
ARTICLE 8: PACKAGING
The packaging that is not intended for one-time use, in which goods are delivered, remains the property of Hazenkamp Furnitures and may not be used by the other party for purposes other than those for which they are intended.
Hazenkamp Furnitures is entitled to charge a deposit for this packaging to the other party. Hazenkamp Furnitures is obliged to take back this packaging, if returned carriage paid, at the price charged to the other party, during a period determined by Hazenkamp Furnitures after the delivery date.
If the packaging is damaged, incomplete, or lost, the other party is liable for this damage, and its right to a refund of the deposit will lapse.
If – at the discretion of Hazenkamp Furnitures – it should prove necessary, packaging will be charged to the other party at cost price and will not be taken back.
ARTICLE 9: COMPLAINTS/RETURNS
The other party is obliged to inspect them immediately upon receipt of the goods or upon the termination of the work. If the other party finds visible errors, imperfections, and/or defects, this must be immediately brought to the attention of Hazenkamp Furnitures or noted on the waybill/accompanying note and then immediately brought to the attention of Hazenkamp Furnitures. If a note on the consignment note/consignment note was not possible or has not taken place, the other party must inform Hazenkamp Furnitures within 24 hours of receipt of the goods, followed by an immediate written confirmation thereof to Hazenkamp Furnitures.
Other complaints, also with regard to work performed, must be reported to Hazenkamp Furnitures by registered letter within 8 days of receipt of the goods or termination of the work.
If the above-mentioned complaint has not been made known to Hazenkamp Furnitures within the periods referred to there, the goods will be deemed to have been received in good condition or the work to be performed will be deemed to have been performed properly.
Minor deviations with regard to specified sizes, weights, colors, and the like are not considered a shortcoming on the part of Hazenkamp Furnitures
With regard to unv
Defects in natural products (including wood) cannot be claimed if these imperfections are related to the nature and properties of the raw material(s) from which the product is made. All this is at the discretion of Hazenkamp Furnitures.
Complaints do not suspend the payment obligation of the other party.
Hazenkamp Furnitures must be given the opportunity to investigate the complaint.
Hazenkamp Furnitures reserves the right to rectify any complaints within a reasonable period of time.
If return shipment proves necessary for the investigation of the complaint, this will only take place at the expense and risk of Hazenkamp Furnitures if the latter has given its express written consent in advance.
In all cases, return shipments will be made in a manner to be determined by Hazenkamp Furnitures. Return shipments are made at the expense and risk of the other party unless Hazenkamp Furnitures declares the complaint to be well-founded.
If the nature and/or composition of the goods have changed, have been wholly or partially treated or processed, damaged or repackaged after delivery, any right to complain will lapse.
In the event of justified complaints, the damage will be settled in accordance with the provisions of Article 10.
ARTICLE 10: LIABILITY AND WARRANTY
Hazenkamp Furnitures performs its duties as may be expected from a company in its industry but does not accept any liability for damage, including consequential damage, trading loss, loss of profit, and/or stagnation damage, which is the result of acts or omissions of its management. , his personnel or third parties engaged by him, except insofar as there is the intent and/or deliberate recklessness on the part of management and/or executive personnel.
Without prejudice to the provisions of the other paragraphs of this article, Hazenkamp Furnitures' liability - for whatever reason - is limited to the amount of the net price of the goods delivered or the work performed. Compliance with this provision is the sole and full compensation.
Without prejudice to the provisions of the previous paragraph of this article, Hazenkamp Furnitures is never obliged to pay compensation that exceeds the insured amount, insofar as the damage is covered by an insurance policy taken out by Hazenkamp Furnitures.
If visible errors, imperfections, and/or defects occur in the materials used in the performance of the work or in the goods delivered, which must already have been present at the time of delivery, Hazenkamp Furnitures undertakes - at its discretion - to be repaired or replaced free of charge.
Hazenkamp Furnitures guarantees the usual normal quality and reliability of the delivered goods; its actual life span can never be guaranteed.
If goods supplied by Hazenkamp Furnitures – obtained from third parties – are provided with a guarantee by the manufacturer, that guarantee will apply equally between the parties.
In all cases, the term within which Hazenkamp Furnitures can be held liable for compensation for established damage is limited to 6 months, calculated from the moment when the liability for compensation has been established.
If the other party is a natural person who does not act in the course of a profession or business, Hazenkamp Furnitures will observe the legally established warranty periods.
A. In all cases, the term within which Hazenkamp Furnitures is required to pay compensation for
damage can be held liable limited to 6 months, calculated from the moment when the indebtedness of the compensation has been established.
In the event that the other party is a natural person who does not act in the course of a profession or business, a maximum term of 1 (one) year, calculated from the moment when the indebtedness of the compensation is established, applies, within which Hazenkamp Furnitures can compensation for the established damage can be claimed.
The other party loses its rights towards Hazenkamp Furnitures, is liable for all damage, and indemnifies Hazenkamp Furnitures against any claim by third parties with regard to compensation for damage if and insofar as:
the aforementioned damage is caused by incompetent and/or incompetent use and/or inexpert storage (storage) of the delivered goods by the other party with instructions from Hazenkamp Furnitures;
the aforementioned damage has arisen because the other party has not acted in accordance with the instructions and/or advice given by Hazenkamp Furnitures;
the aforementioned damage is caused by errors/inaccuracies in data, materials, information carriers, etc. provided and/or prescribed by or on behalf of the other party to Hazenkamp Furnitures;
the aforementioned damage has arisen because the other party itself or a third party on behalf of
the other party has carried out repairs or other operations / work on the delivered goods without the prior written permission of Hazenkamp Furnitures.
ARTICLE 11: PAYMENT
Payment must be made within 30 days of the invoice date, even if delivery cannot be made in accordance with Article 5, unless the parties have expressly agreed otherwise in writing.
If an invoice is not paid in full after the expiry of the term referred to in paragraph 1:
A. a credit restriction surcharge of 2% will be charged to the other party from that time, without further notice of default being required;
B. the other party will owe Hazenkamp Furnitures late interest in the amount of 2% per month to be calculated cumulatively on the principal sum. Parts of a month are regarded as full months in these;
C. the other party will owe a minimum of 15% of the sum of the principal and the default interest with an absolute minimum of € 150.00, after having been summoned to that effect by Hazenkamp Furnitures, in respect of extrajudicial costs;
D. Hazenkamp Furnitures has the right to charge the other party an amount of at least € 20.00 for each payment reminder, demand for payment, etc. for each payment reminder sent to the other party. Hazenkamp Furnitures will state this in the agreement and/or on the invoice.
At the discretion of Hazenkamp Furnitures, the agreement can be dissolved in whole or in part in the preceding or corresponding circumstances, without further notice of default or judicial intervention, whether or not combined with a claim for compensation.
If the other party has not fulfilled its payment obligations in time, Hazenkamp Furnitures is authorized to suspend the fulfillment of the obligations entered into towards the other party to deliver or to perform work until payment has been made or proper security has been provided for this. The same applies before the moment of default/default if Hazenkamp Furnitures has reasonable grounds to doubt the creditworthiness of the other party.
Payments made by the other party always serve to settle all interest and costs owed and subsequently to settle the longest outstanding invoices due, unless the other party expressly states in writing upon payment that the payment relates to a later invoice.
A. If the other party, for whatever reason, lodges one or more counterclaims on
Hazenkamp Furnitures has or will acquire, the other party waives the right to set-off with regard to this claim(s). The aforementioned waiver of the right to set-off also applies if the other party applies for a suspension of payments or is declared bankrupt.
The provisions of sub-A of this paragraph do not apply if the other party is a natural person who does not act in the course of a profession or business.
ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS
Hazenkamp Furnitures is entitled to all intellectual property rights with regard to the content and form of drawings, designs, constructions, products, software models, descriptions/advice and the like.
The exercise of the rights referred to in the previous paragraph – including disclosure or transfer of data – is expressly and exclusively reserved to Hazenkamp Furnitures, both during and after the execution of the assignment.
The other party is only entitled to a right of use after payment of the amount owed to Hazenkamp Furnitures as a result of a concluded agreement.
ARTICLE 13: RETENTION OF TITLE
Hazenkamp Furnitures retains title to goods delivered and to be delivered until such time as the other party has fulfilled its related payment obligations towards Hazenkamp Furnitures. These payment obligations consist of payment of the purchase price, increased by claims with regard to work performed in connection with that delivery, as well as claims with regard to any compensation for damages due to failure to fulfill obligations on the part of the other party.
In the event that Hazenkamp Furnitures invokes the retention of title, the agreement concluded in this regard shall be deemed to have been dissolved, without prejudice to Hazenkamp Furnitures' right to claim compensation for damage, lost profit, and interest.
The other party is obliged to immediately inform Hazenkamp Furnitures in writing of the fact that third parties are exercising rights to goods that are subject to retention of title pursuant to this article.
ARTICLE 14: PAYMENT/WARRANTY
Until the time when the other party fully fulfills its related payment obligations
has paid towards Hazenkamp Furnitures, the other party is not authorized to pledge delivered goods to third parties and/or to establish a non-possessory pledge on them, and/or to place the goods in the actual control of one or more financiers for storage (warrant). , as this will be regarded as an attributable failure on his part. Hazenkamp Furnitures can then immediately, without being obliged to provide any notice of default, suspend its obligations under the agreement or dissolve the agreement, without prejudice to Hazenkamp Furnitures' right to compensation for damage, lost profit, and interest.
ARTICLE 15: BANKRUPTCY, DISCLOSURE OF DISPUTES, etc.
Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and Hazenkamp Furnitures will be dissolved without judicial intervention and without any notice of default being required, at the time at which the other party is declared bankrupt, (provisional) apply for a suspension of payments, or loses the power of disposition and/or legal capacity with regard to its assets or parts thereof by attachment, placing under guardianship or otherwise, unless the trustee in bankruptcy or the administrator acknowledges the obligations arising from the agreement as a debt of the estate.
ARTICLE 16: FORCE MAJEURE
If the fulfillment of that which Hazenkamp Furnitures is obliged to under the agreement concluded with the other party is not possible and this is due to non-attributable non-compliance on the part of Hazenkamp Furnitures or on the part of the parties responsible for the execution of the agreement Hazenkamp Furnitures engaged third parties or suppliers, or in the event that another important reason occurs on the part of Hazenkamp Furnitures, Hazenkamp Furnitures is entitled to dissolve the agreement concluded between the parties, or to fulfill its obligations towards the other party during a period to suspend a reasonable period to be determined by him, without being obliged to pay any compensation. If the above situation occurs when the agreement has been partially performed, the other party is obliged to fulfill its obligations towards Hazenkamp Furnitures up to that moment.
Circumstances in which there will be non-attributable non-compliance will include war, riot, mobilization, domestic and foreign riots, government measures, strikes and exclusion by workers or the threat of these and similar circumstances; disruption of the currency relations existing at the time of entering into the agreement; business interruptions due to fire, accident or other incidents and natural phenomena, irrespective of whether the non-fulfilment or late fulfillment takes place at Hazenkamp Furnitures, its suppliers or third parties engaged by it for the execution of the agreement.
In the event that the other party should in any way fail to comply with its obligations promptly towards Hazenkamp Furnitures, in the event of cessation of payment, application for a (provisional) suspension of payments, bankruptcy, executory attachment, assignment of assets, or liquidation of the company of the other party, everything that it owes to Hazenkamp Furnitures under any contract shall become immediately and fully due and payable.
The legal consequences of a retention of title of goods destined for export, if the legal system of the country of destination of the goods is more favorable to Hazenkamp Furnitures, are governed by that law.
Any disputes will be settled by the competent Dutch court, albeit that Hazenkamp Furnitures is authorized to bring a case before the competent court in the place where Hazenkamp Furnitures is located unless the subdistrict court has jurisdiction in this matter.
In the event that the other party is a natural person who does not act in the exercise of a profession or business, the other party may notify the other party within 1 (one) month after Hazenkamp Furnitures has notified the other party that the case will be submitted to the court. make that he opts for settlement of the dispute by the legally competent court.
With regard to disputes arising from an agreement concluded with a counterparty established outside the Netherlands, Hazenkamp Furnitures is entitled to act in accordance with the provisions of paragraph 3 of this article or – at its option – to submit the disputes to the competent court. in the country or state where the other party is established.
ARTICLE 17: CANCELLATION AND DISSOLUTION
A. The other party waives all rights to dissolve the agreement pursuant to article
6:265 et seq. Dutch Civil Code or other statutory provisions, unless cancellation has been agreed under this article.
The provisions of sub-A of this paragraph do not apply if the other party is a natural person who does not act in the course of a profession or business.
Cancellation by the other party is only possible if Hazenkamp Furnitures agrees. In that case, the other party will owe Hazenkamp Furnitures a fee to be determined by Hazenkamp Furnitures. The other party is obliged to compensate Hazenkamp Furnitures for all costs, damage, and loss of profit. Hazenkamp Furnitures is entitled to fix the costs, damage, and lost profit and – at its discretion and depending on the work already performed – to charge 30 to 100% of the agreed price to the other party.
The other party is liable to third parties for the consequences of the cancellation and indemnifies Hazenkamp Furnitures in this regard.
Amounts already paid by the other party will not be refunded.
ARTICLE 18: APPLICABLE LAW / COMPETENT COURT
The agreement concluded between Hazenkamp Furnitures and the other party is exclusively governed by German law. Disputes arising from the agreement will also be settled under German law.
Notwithstanding the provisions of paragraph 1 of this article, the good