General Terms and Conditions Table du Sud B.V.
Article 1 Definitions
In these general terms and conditions, the following terms shall have the following meanings:
- Table du Sud: the private limited company Table du Sud B.V., with registered office and place of business at Koolakkers 12, 5591 RD Heeze, The Netherlands (Chamber of Commerce company number 71627375, VAT Id NL858789115B01, telephone +31 (0)40 304 6229, email firstname.lastname@example.org).
- The purchaser: the buyer/customer or anyone who enters into or wishes to enter into an agreement with Table du Sud, or for whom Table du Sud prepares a quotation or makes a supply or performs a service.
B1. Business purchaser: a purchaser acting in the course of his profession or on behalf of a business.
B2 Consumer: a purchaser who is not acting in the course of his profession or on behalf of a business.
- Supply: actual offer to the buyer of the agreed goods.
Article 2 Scope
- These general terms and conditions apply to all offers, all agreements reached and services performed or to be performed. General terms and conditions normally used by the buyer shall not apply.
- In the event of any conflict between the content of an agreement concluded and these general terms and conditions, the provisions of the agreement shall take precedence.
Article 3 Agreement
- All offers and quotations from Table du Sud are without obligation, unless expressly stated otherwise. Potential errors, such as incorrect price quotations and errors of calculation and errors in text on the Table du Sud website, in advertisements, in offers and quotations, publications, order confirmations or other documents originating from Table du Sud shall not be binding.
- If the purchaser has provided Table du Sud with information, drawings and such like, Table du Sud may rely on their accuracy and completeness and their offer will be based on these.
- The agreement shall be in writing. Any amendments to the agreement or variations to these general terms and conditions shall only be effective if they are agreed in writing between the customer and Table du Sud.
- If changes in the agreement lead to an increase or reduction in the costs, any resulting change in the purchase price must be agreed between the parties in writing.
- When entering into a contract with a consumer, Table du Sud is entitled to request a down payment of up to a maximum of 30% of the purchase price. In the case of an agreement with a business customer, Table du Sud is entitled, prior to delivery or fulfilment of the agreement, to require a down payment of the full purchase price or to require a security for the performance of the purchaser's payment obligations.
Article 4 Quality and description
- Table du Sud undertakes to supply the customer with the goods as described and of the quality and quantity specified in detail in the agreement.
- In the case of customisation, minimal variations in dimensions are allowed. Table du Sud is entitled to deviate by 2% from the agreed dimensions with regard to wooden tabletops, unless expressly agreed otherwise.
- Table du Sud undertakes to supply the customer with goods made of sound materials and with sound workmanship.
- Table du Sud does not provide a guarantee that the goods are suitable for the purpose for which the customer wishes to use them, even if this purpose was made known to Table du Sud, unless otherwise agreed.
Article 5 Retention of title and intellectual property
- Table du Sud remains the owner of the goods sold to the purchaser until such time as the purchaser has paid the total amount due under the agreement. The purchaser is required to ensure careful handling and is not entitled to hand over the goods to third parties or to offer them as security, to pledge them, or to remove them or have them removed from the premises to which they were delivered, until the entire purchase price and any associated interest and costs have been paid in full.
- Unless otherwise agreed in writing, Table du Sud retains the copyrights and all intellectual property rights to the offers, designs, images, drawings, (sample) models and similar it has created.
Article 6 Agreement
- The approximate delivery time and/or performance period shall be determined by Table du Sud.
- When determining the delivery time and/or performance period, Table du Sud assumes that it will be able to execute the order under the circumstances known to it at that time.
- The delivery time and/or performance period shall only commence once all commercial and technical details have been agreed, all necessary data are in the possession of Table du Sud and, if agreed, the down payment has been received.
- If the expected delivery time and/or performance period is exceeded, Table du Sud will be granted a further short period to complete delivery. This further period shall be equal to the original expected delivery time, up to a maximum of one month.
- Exceeding the delivery time and/or performance period shall under no circumstances entitle you to compensation.
Article 7 Transport and damage on delivery
- Unless agreed otherwise, the contract shall include carriage of the purchased goods by Table du Sud, who shall bear the risk of damage and loss. If the purchased goods are delivered by a professional carrier, Table du Sud is obliged to provide adequate insurance.
- If damage is found upon delivery of goods, the purchaser must make a note of the damage on the delivery advice. In addition, the customer must notify Table du Sud of this within two working days of delivery, failing which the purchaser shall be deemed to have received the purchased goods undamaged. If at the time of delivery there is no opportunity to inspect the delivered goods, the purchaser must state this on the delivery advice.
Article 8 Delivery
- The purchaser is obliged to ensure that the place where the delivery is to be made is accessible and that, as far as is within his power, every effort is made to facilitate a smooth delivery. In addition, the purchaser shall ensure that the place where the delivery is to be made can be securely closed off.
- If the place where the delivery is to take place is not accessible at the time of delivery, for example because the dimensions of the purchased goods turn out to be too large to be able to reach that place, this will be at the expense and risk of the customer.
- Before concluding the agreement, the purchaser must inform Table du Sud of any special circumstances requiring the use of equipment such as a hoist or crane. In that case, the agreement shall stipulate at whose cost and at whose risk the special equipment shall be provided. In the event of incorrect or incomplete information provided by the purchaser, the costs of using special equipment shall be borne by the customer.
- If, at the time of delivery by Table du Sud, it appears that delivery cannot take place immediately due to circumstances that are at the customer's expense and risk, as described in this article, and the customer requires a second delivery to be made, Table du Sud is entitled to charge additional freight, delivery and storage costs.
Article 9 Storage of goods
- In the case that goods to be delivered are not accepted by the purchaser after the proposed delivery, other than due to faulty delivery, Table du Sud shall make a second delivery within a reasonable period of time. Table du Sud is entitled to charge storage costs and any further damages and costs to the purchaser after refusal or after a second delivery.
- In the case that the second delivery is also not accepted, Table du Sud shall:
- demand fulfilment of the agreement in writing, in which case the purchaser is given a maximum period of 30 days to take delivery of the goods;
- if the goods to be supplied have still not been accepted by the purchaser, Table du Sud is entitled to cancel the agreement, in which case the customer is obliged to compensate Table du Sud for the losses it has suffered.
Article 10 Payment
- Payment must be made in euro. The prices listed by Table du Sud indicate whether they include or exclude VAT.
- Unless otherwise agreed, payment of the net (remaining) purchase price must be made in cash immediately upon delivery. Payment by cashcard and pin on delivery is also possible. Payment by credit card is not possible
- In the event that Table du Sud makes a number of partial deliveries in performance of a contract, it is entitled to demand payment for the goods delivered with each partial delivery. For each partial delivery, the customer receives a partial invoice.
- If an invoice is sent, payment terms of 14 days from date of invoice shall apply, unless otherwise agreed. The customer is legally in default after expiry of the payment date.
- A consumer will owe the statutory interest under Section 6:119 of the Dutch Civil Code for the period during which he/she is in default of payment of the purchase price. A business customer will owe the statutory commercial interest under Section 6:119a of the Dutch Civil Code for the period during which they are in default of payment of the purchase price.
- Without prejudice to the provisions of paragraph 5 of this Article, Table du Sud shall send a reminder to a consumer after a default has occurred, giving them notice to pay within a period of fourteen days, starting from the day of the reminder. In addition, the consumer is informed that they will owe collection costs if payment is not made, and the amount of the collection costs will be stated.
- Table du Sud is entitled to collect the amount due without any further notice of default. Table du Sud is then entitled to engage third parties for collection. In this case, the customer will also owe the collection costs, the amount of which shall be determined on the basis of the Dutch Out-of-court Collection Costs (Standardisation) Act (Wet normering buitengerechtelijke incassokosten) and the related decree.
- In the event of a complaint, the purchaser is only entitled to suspend payment of a part of the amount due that is reasonably proportional to the content and seriousness of the complaint. This does not release the customer from his obligation to pay the remainder of the amount due within the agreed period.
Article 11 Exclusion of the right of withdrawal / termination of the contract
- The majority of the goods manufactured and/or delivered by Table du Sud are made-to-measure and not prefabricated, which is always the case for goods manufactured by Table du Sud from wood and metal. This refers to all items manufactured in the Table du Sud factory. This relates to all tables, coffee tables, cupboards, TV furniture and wall shelves made-to-measure. Even in the case of a contract concluded remotely or off-premises between Table du Sud and a consumer, the consumer does not have the right to terminate the contract, because the products are manufactured and delivered according to the purchaser's specifications and/or are manufactured on the basis of an individual option or choice made by the consumer.
- If the Purchaser wishes to terminate the contract without notice of failure to preform, and Table du Sud agrees to do so, the contract may be terminated by mutual consent. Table du Sud shall in that case be entitled to compensation, both for the costs incurred and for loss of earnings. The amount of compensation payable by the purchaser shall be estimated and determined by Table du Sud.
- If before or during the performance of the agreement it appears that Table du Sud is unable to complete (further) performance of the agreement due to force majeure, Table du Sud shall be entitled, to suspend performance of the agreement or to cancel the agreement, without this obliging them to pay any compensation. This does not, in such a case, prevent the parties making one or more proposals to amend the agreement in such a way that full and correct fulfilment is possible.
- If the customer is declared bankrupt, if he applies for suspension of payments, or if some of his assets are seized, Table du Sud is entitled to cancel the agreement.
Article 12 Warranty
- Unless otherwise agreed in writing, Table du Sud guarantees the delivered goods for normal use for a period of twelve months after delivery. Even if a different guarantee period has been agreed, the other paragraphs of this article shall still apply.
- In all cases, the purchaser shall give Table du Sud the opportunity to rectify any fault. Table du Sud's liability shall be limited to the free repair of a defective item or to the replacement of that item or of any part thereof, at Table du Sud's discretion.
- No warranty applies if faults are the result of:
- Normal wear and tear;
- Inappropriate use;
- Maintenance not carried out or carried out incorrectly;
- Installation, (dis)assembly, modification or repair by the customer or third parties;
- No warranty is given on:
- Delivered goods that were not new at the time of delivery;
- Goods or parts covered by a manufacturer's warranty;
- The distortion of wood (see the paragraph below for more details).
- All (oak) wooden parts are covered by a limited warranty. Wood is a natural product. The wood used by Table du Sud is sawn and dried with a moisture content of between approximately 8% and 12%, making it suitable for use in a heated room. Wood absorbs and releases moisture depending on the ambient humidity. Wood will scarcely "distort" at all (which includes expansion, shrinkage, cracking and/or warping) if the humidity in the room remains at a reasonably constant level. The level of humidity is important to the degree of distortion of the wooden parts that make up the delivered item. To measure humidity, Table du Sud recommends the use of a hygrometer, which should be placed at eye level, away from draughts and not in direct sunlight. Table du Sud would like to point out that humidity can fall to extremely low levels during the winter season when heating is used, causing slight cracking to occur. In this case, a bowl of water sitting on the heater or radiator can provide a solution. An almost constant air humidity of about 55%, with a decrease of up to 10% in winter and an increase of up to 10% in summer, is considered a healthy living environment for both the (oak) wood components and the owners themselves. As far as wooden parts are concerned, Table du Sud only guarantees against manufacturing defects. No guarantee is given against distortion of the wood. It is the customer's responsibility to prevent distortion of the wood as far as possible.
Article 13 Liability
- Table du Sud shall never be liable for direct or indirect damage caused by faults in the goods delivered or otherwise, nor for delays in the delivery of goods, except in the event of malicious intent or gross negligence on the part of Table du Sud.
- If Table du Sud is liable, it shall never be obliged to pay compensation for damage of any kind, or for any cause whatsoever, that is greater than the total value of the transaction between the purchaser and Table du Sud.
- If Table du Sud cannot rely on any specific grounds of exoneration, Table du Sud's liability shall be limited to the amount of cover provided by its liability insurance.
Article 14 Complaints
- Complaints are understood to mean all grievances relating to the performance of the agreement. Complaints relating to the quality of the goods or materials delivered, or to the execution of the work can only be validly submitted by the customer to Table du Sud within fourteen days of delivery of the goods. If submission within this period is not reasonably possible, the period of fourteen days shall apply from the time when the defect was detected or could have been detected. The complaint must include a description of the complaints and of the defects found.
- The provisions of paragraph 1 of this Article shall be without prejudice to the shorter period provided for in Article 7.
Article 15 Applicable law and choice of jurisdiction
All agreements are governed by Dutch law. The District Court of East Brabant, for local cases in Eindhoven, has exclusive jurisdiction for submission of complaints.