General Terms & Conditions Boumy B.V.
All our offers and agreements are subject to these general terms and conditions, to the exclusion of the general terms and conditions of others c.q. third parties, unless otherwise agreed in writing. For the purpose of these Terms and Conditions the contracting party is understood to mean anyone with whom we have entered into an agreement to deliver goods, i.e. shops, retailers, retail chains, buyers, etc. For the purpose of these Terms and Conditions “we” and “us” refers to Boumy B.V., organized and existing under the laws of the Netherlands with its offices at: Condensatorweg 54, 1014 AX, Amsterdam, The Netherlands, registered under CCI number 67483232 in the Netherlands. An order is understood to mean an order or commission by or on behalf of the contracting party; an offer is understood to mean a quotation made by us.
All our offers are free of engagement, unless otherwise agreed in writing.
Information regarding size, shape or quality provided by us in illustrations, catalogues, samples, fabric samples, and patterns or in any other form is not binding and is considered to have been issued as an indication.
Any offer, unless expressly mentioned differently, is based on realization under normal circumstances and during normal working hours.
An agreement is achieved by our written confirmation of the order or commission or, by lack thereof, by the actual execution of the order or commission.
Verbal promises by and agreements with our employees are not binding unless after and insofar they have been confirmed by us in writing.
All our prices are VAT excluded and mentioned in Euro, unless otherwise specifically agreed in writing.
We are entitled and/or have agreed to proportionally increase prices with on-charged VAT if, should the costs of aids, parts, materials or raw materials or the cost of labour, governmental taxes or import duties increase after receipt of an offer and/or after the achievement of an agreement; furthermore should our purchasing prices increase due to a change of the value of the Euro as a result of the exchange rates or for other reasons and finally if the contracting party should make any changes to the order, causing us to incur higher costs than assumed upon submission of the offer.
We are entitled to make partial deliveries of orders, even for orders of a compound nature, and to invoice for each partial delivery. A compound order is understood to mean an order in which the contracting party orders a certain quantity of different goods.
If, in case of a compound order, we make partial deliveries without separate invoicing for each delivery, the contracting party is only entitled to delay the payment of the entire order until after the complete delivery of the order, if this has been agreed upon in writing. If we have made a compound offer (i.e. a total price for the offer, without specification of each part of the order) for a compound order, we are not held to invoice a proportional part of the compound price in case of a partial delivery of the order; payment of a proportional part of the agreed price by the contracting party only suffices if agreed in writing.
Unless otherwise agreed in writing, deliveries are ex factory and/or ex warehouse. If we provide a lead time for the delivery of goods, this only means that we will do our utmost to respect the agreed delivery time. The contacting party is not entitled to annul the agreement and/or to claim any damages whatsoever in case we should exceed the time of delivery and/or any term, while this leaves the obligation of the contracting party intact, the contracting party explicitly stating to renounce any rights on compensation for late delivery. The time of delivery only starts after the agreement has been entered into in accordance with article 5 and the contracting party has met all its obligations so far.
Goods that are sent back to us by the contracting party or that were not accepted by the contracting party upon delivery can, for the account and responsibility of the contracting party, be stored by us on-site at our discretion. We are at any time entitled to privately sell such returned and/or refused goods for the account and risk of the contracting party. The proceeds, less our incurred costs, do not need to be accounted for and/or turned over before the date of full payment by the contracting party of the agreed purchasing price plus any interests and costs for late payment, without prejudice to our right to deduct these proceeds from the purchasing price for payment.
If we take care of the transport of goods to the contracting party and arrange for transport, any commitments made towards third parties to this effect will be considered to have been made in the interest and for the account and risk of the contracting party, and any costs – including insurance costs – and risks will be for the account of the contracting party.
Complaints regarding visible flaws and/or the quality of the goods have to be made by registered mail within two weeks after delivery as described in article 11 under penalty of loss of rights. Complaints regarding hidden flaws have to be made by registered mail within six weeks after receipt of the goods under penalty of loss of rights.
Complaints do not entitle the contracting party to suspend its payments and/or other obligations from the agreement in part or in their entirety. If we consider the complaint not founded we are only held to replace the faulty goods, without the contracting party being entitled to any additional compensation. By the delivery of replacing proper goods we will be considered to have met our obligations. If it is impossible for us to replace the goods, they will be deducted from the invoice.
The contracting party is held to pay the price agreed within thirty days after invoice at the latest, at our office or on a bank account specified by us, without any right on discount and/or compensation for any reason whatsoever; the right on any such discount and/or compensation is explicitly excluded.
All the amounts indebted to us by the contracting party, by whatever reason, will immediately, without proof of default and without judicial intervention, legally mature on the due date. Furthermore our claim on the contracting party is immediately due, without proof of default and without judicial intervention, if the contracting party changes its type of business enterprise, asks for suspension of payment, will be declared bankrupt, goes into liquidation, dies, or, if the contracting party is a trading partnership, is dissolved. If the contracting party does not meet its obligations, it will owe us, without prior proof of default, an interest of 1% per month on the full due amount due, in addition to all judicial and extrajudicial costs that we may make for the collection of our claim. The extrajudicial costs amount to 15% of the amount due, with a minimum of 500,- EUR if the Magistrate’s Court has jurisdiction, and 1.250,- EUR in case the County Court is entitled to take cognizance of a claim. The extrajudicial costs include, among others, the costs and fees, charged by the persons we entrusted with the recovery. Furthermore, in case of late payment or annulment of order, the customer legally forfeits to us an undiminished compensation amounting to 15% of the amount due to us, undiminished our right to ask full compensation to our contracting party.
Payments made by the contracting party after having been in default on the grounds of the provisions of article 17, will in the first place be deducted from the judicial and/or extrajudicial costs due, next from the interests, and finally from the sum total.
In case the contracting party fails to meet any of its obligations, or if one of the circumstances referred to in article 17 should occur, we shall be entitled, without proof of default or judicial intervention, to either suspend execution of the agreement or to dissolve the agreement in part or in its entirety, at our discretion, without being held to pay any damages and without prejudice to our rights, including the right on full compensation, undiminished the conditions of article 17.
If we consider the contracting party less or diminished creditworthy, we can insist on a term of payment different from the one mentioned in article 16, and we can ask for advance payment before delivery and/or insist on COD delivery of the goods. Failure to meet one or more of the aforementioned conditions equals non-payment upon maturity. In that case the conditions of article 17 come into force. Should the contracting party not be insurable by our credit Insurance, we reserve the right to cancel the order, without the contracting party being entitled to any damages and/or compensation.
If the agreement is prevented from being executed by force majeure, we are entitled to adapt the agreement to the circumstances or to dissolve the agreement and demand payment of the costs already incurred by us from customer, without the contracting party being entitled to any damages and/or compensation. By force majeure are understood all circumstances beyond our control which make the execution of this agreement troublesome or which prevent the agreement from being executed, either in part or in its entirety.
We shall be considered to have met our obligations towards the contracting party, also if:
1. Small differences in colour, quality, model and design should occur;
2. Not more than 10% of the delivered items of a batch show differences;
3. Set surface measurements do not show differences of more than 3%;
4. Set weights, measures of volume and/or composition do not show differences of more than 10%;
5. A quantity does not amount to less than 90% of what was agreed upon;
6. In case of delivery according to sample, model or design, there is only a slight deviation thereof.
We shall not be liable for loss of profits, consequential loss, other indirect loss, or any other loss resulting from whatever cause, inflicted on persons and/or belongings, on the part of the goods delivered by us.
Insofar we have any liability, this is limited to the invoice amount of the delivered goods. The contracting party shall in any case fully safeguard us and compensate us for any damages to be paid to third parties on that account, should we be held liable by third parties for damages that we are not responsible for.
The contracting party shall safeguard us for any consequences of the use of brands, models, designs, patterns, etc. prescribed in an order.
We remain the owner of all the delivered goods until all outstanding invoices have been paid by or on behalf of the contracting party. As long as the payment of the goods has not been carried out, the contracting party is not entitled to dispose of the goods to our prejudice or in favour of third parties, and more specifically the contracting party is not entitled to pledge the goods to third parties or to make them serve as a security for third parties in the broadest sense of the word, or to make them subject to any personal or commercial rights on behalf of third parties. In case of non-payment or late payment the contracting party is held to immediately make the goods available to us at our request, and the contracting party is held to insure the risk of fire and theft with regard to the goods and shall, at our request, provide us with photocopies of the policy in question and receipts of the contribution payments.
In case a payment is not made, a dispute arises, and a court has to decide we are bound by Amsterdam court proceedings, but in the event we will transfer the case to our English Agent whom is the solely entitled to bring this case to an English court and follows the English court proceedings, and take the matter under English law, and be assisted by English legal presentation. All agreements entered into by us are solely governed by UK law.
All disputes ensuing from such agreements belong to the jurisdiction of the competent Judge in Amsterdam or will be transferred to English court, with the exclusion of any other authority.
Notwithstanding the provisions of the previous paragraph, we reserve the right to bring a dispute resulting from such agreement before the competent Judge in the town or country of residence of the contracting party.
By submitting an order form the contracting party declares to be aware of these General Terms and Conditions, which will also apply for future orders and agreements, unless a new version is made known to the contracting party, which will apply from such time on. These Terms and Conditions will also be sent to the contracting party free of charge at his request.