GENERAL TERMS AND CONDITIONS OF P&M FURNITURE
deposited
at the Venlo Chamber of Commerce. P&M furniture is a business that
sells hospitality furniture and related products, and also designs and
realizes “turn key” hospitality-interiors.
Article 1. Applicability of these terms and conditions.
1.
Unless parties have expressly made a written agreement to the contrary,
these general terms and conditions apply to all quotations, contracts
and provisions of service under which P&M furniture delivers objects
and/or services of any kind whatsoever, even if such items are not
described any further in these terms and conditions. 2. Any reference by
the other party to its own (general) terms and conditions is not
accepted by P&M furniture, and said terms and conditions are not
valid, unless such is agreed in writing by P&M furniture. 3. In
these general terms and conditions, the other party will be understood
to mean any legal or natural person entering into an agreement with
P&M furniture or having received an offer to do so from P&M
furniture, as well as said party’s representative(s), authorised
agent(s) and successor by universal or particular title. When the other
party is a natural person not acting in the course of a profession or
business operation, this party will be considered a consumer.
Article 2. Quotations.
1.
Unless otherwise stated, all quotations (however they may be called)
made by or on behalf of P&M furniture are without obligation and
valid for 14 days. The quotations are based on information provided by
the other party in its request.
Article 3. Conclusion of the contract.
1.
All contracts are only concluded by written confirmation from the
contracted party or by the customer signing the offer/purchase order. 2.
Changes to the contract and/or stipulations deviating from these terms
and conditions will only be valid if they are agreed or confirmed in
writing by P&M furniture. If any such changes or deviations result
in increased costs, P&M furniture is entitled to pass these costs on
to the other party.
Article 4. Delivery Periods
1. Indicated
delivery times and/or stated periods within which services are to be
performed and/or provided are never to be considered firm deadlines. If
exceeded, the other party is accordingly required to declare in writing
that P&M furniture is in default, at which time P&M furniture
must be allowed a reasonable period of at least 21 days during which it
can still fulfil its obligations.
Article 5. Prices
1. The prices
stated in all quotations and/or contracts are not including value added
tax unless otherwise indicated or agreed. 2. The value added tax and, in
general, all levies charged or permitted by the government relating to
the performance of the contract are payable by the other party. 3.
P&M furniture is authorised to through charge the other party for
all changes to taxes, levies, wages, social security contributions,
exchange rates, prices of tools, raw materials and energy, or conditions
involving increased costs for P&M furniture, along with the
resulting cost price increases. The changes to the agreed price
designated in the above paragraph do not give the other party the right
to cancel or dissolve the contract, except in the case that the other
party is a consumer and the price change occurs within three months of
the contract being signed.
Article 6. Cancellation
1. If a breach
of contract occurs due to causes attributable to the fault of the other
party, this party is required to compensate P&M furniture for all
costs that the latter incurred as well as for all the financial
consequences borne by it as a result of the failure to complete the
contract. The compensation amounts to at least 25% of the agreed prices,
without prejudicing the right to claim full damages.
Article 6. Cancellation
1.
If a breach of contract occurs due to causes attributable to the fault
of the other party, this party is required to compensate P&M
furniture for all costs that the latter incurred as well as for all the
financial consequences borne by it as a result of the failure to
complete the contract. The compensation amounts to at least 25% of the
agreed prices, without prejudicing the right to claim full damages.
Article 7. Advance payment and security deposit.
1.
P&M furniture is always authorised to demand payment in advance or
provision of security from the other party before undertaking to
discharge or further discharge the contract. 2. If the other party does
not make the demanded advance payment or provide the required security
in a satisfactory manner (this to be determined by P&M furniture),
P&M furniture has the right to postpone execution of the signed
contract or to fully or partially dissolve the contract without judicial
intervention and, if applicable, to claim damages.
Article 8. Payment.
Unless
otherwise agreed, the contracted price must be paid in cash at the time
of delivery. 2. If payment upon receipt of invoice is agreed, the
payment must be made within 14 days of the invoice date, unless another
period is stated on the invoice. 3. Payment occurs without any discount
or adjustment unless otherwise agreed in writing. 4. If the agreed
period of payment is exceeded, the other party is required to make
P&M furniture a monthly interest payment equivalent to the legal
interest rate. 5. Payments made by the other party are always first
applied to all costs and interest owing and secondly to outstanding
invoices of which payment is the longest overdue, even if the other
party indicates that payment is made for a later invoice. 6. P&M
furniture is entitled to compensation for all real costs associated with
collection of debt(s) from the other party, both extra-judicial and
judicial (collection) costs, which costs shall be borne by the other
party. Among these are also the costs for collection agencies, bailiffs,
lawyers, court fees etc.
Article 9. Force majeure.
Force majeure
is to be understood to mean circumstances that delay or obstruct the
execution or fulfilment of the contract or the contract between P&M
furniture and those that are enabled by P&M furniture and that are
not attributable to the fault of P&M furniture. These will be
understood to include: fire; theft; such acts of violence as riots,
industrial action, plant occupation, interruptions, war and
self-defence; delay or cessation in the supply of items needed for the
contract or the contract between P&M furniture and those that are
enabled by P&M furniture (such as tools and/or raw materials) due to
suppliers and/or third parties; general transportation problems; and
changes to law. 2. If P&M furniture is prevented by force majeure
from fulfilling its obligations in a normal manner, P&M furniture
then has the right, without judicial intervention, either to postpone
performance of the contract for a period of 3 months or to dissolve the
contract in whole or in part without being subject to any claim for
damages. During the postponement or after the three months have lapsed,
P&M furniture is still entitled to opt for dissolution of the
contract or a part of the contract.
Article 10. Liability
1.
Except in the case of an intentional act, omission or recklessness on
the part of P&M furniture or any party engaged by P&M furniture,
all liability for damages directly or indirectly suffered during or as a
result of the performance of this contract or the contract between
P&M furniture and those that are enabled by P&M furniture or due
to deficiencies in items delivered by P&M furniture to the other
party or to third parties, including all material and immaterial
damages, business loss and/or loss due to inactivity, is excluded. 2. In
the case of liability on the part of P&M furniture, the only damage
eligible for compensation is that for which P&M furniture is
insured. 3. The maximum compensation that P&M furniture is obligated
to pay because of its liability is an amount equal to the invoiced
value of the delivered items and/or completed work that legally and
causally underlie the liability. 4 Except in cases of liability based on
the first paragraph, the other party indemnifies P&M furniture from
all damages claimed by third parties relating to the execution of this
contract.
Article 11. Claim expiry date
1. The other party’s right
to institute any legal claim or to bring any dispute before the courts
relating to or arising from this contract between the parties expires
one year after the cause for such recourse was established.
Article 12. Adjudication of disputes and applicable law.
1.
All disputes that cannot be resolved in mutual consultation are subject
to the judgment of the competent court in Roermond. For consumer items,
the other party has the right to choose the court that, according to
Dutch Law, is competent to adjudicate the dispute within one month of
P&M furniture invoking this provision. 2. In the case that the
sub-district court is qualified to hear a dispute, the sub-district
court designated by Dutch Law is competent. 3. P&M furniture always
remains entitled to summon the other party before the competent court
under Dutch Law or relevant international treaty. The provisions of the
Vienna Sales Convention are not applicable and are explicitly excluded.
4. All contracts are subject to Dutch law.
Article 13. Delivery.
1.
Delivery of items occurs from the showroom/warehouse of P&M
furniture to the address indicated by the other party, unless otherwise
agreed. Items are delivered to the front door of the indicated address
in their normal packaging. Items are not installed when delivered,
although other written agreements can be made. 2. P&M furniture is
permitted to make partial deliveries of the sold items. If such partial
deliveries of items are made, P&M furniture is entitled to invoice
each partial delivery. 3. Items delivered from the showroom/warehouse
are transported at the expense and risk of the other party. 4. The other
party is required to take possession of the sold items at the time when
they are delivered to it or at the time when the goods are made
available to it in accordance with the contract. It the other party
refuses to take possession of the items or is remiss in providing
information or instructions necessary for the acceptance or delivery,
the sold items will be placed in storage at the expense and risk of the
other party. The other party will, in this case, be responsible for
paying all supplementary costs including, in any event, storage costs
and extra transportation costs. After 30 days of making the items
available to the other party and after serving it notice of this fact,
P&M furniture has, in every case, the right to sell these items (or
have them sold) for and on behalf of the other party under the condition
that the profit is remitted to the other party, albeit after deducting
the amounts owing P&M furniture, including storage costs and other
costs of resale. 5. P&M furniture allows deviations in the
dimensions of all sold items, to the extent that these are accepted as
usual or otherwise reasonable by the companies responsible for
manufacture. 6. Technical data, including dimensions, weights, volumes
and so on are accurately indicated in good faith according to the manner
that is valid in the Netherlands. They are unofficial unless otherwise
stated. No diagrams and/or images are binding; they are only provided as
a guide.
Article 14. Retention of ownership.
1. Delivered items
remain the property of P&M furniture until the agreed price has been
paid in full. 2. The other party is not authorised to dispose of the
delivered items by, for example, pawning them, putting them to use or
transferring ownership of them before the agreed price has been paid in
full. 3. If the other party remains in default of full payment for the
delivered items, P&M furniture is empowered to repossess the items
without notice of default. Invoking this retention of title results in
dissolution of the contract without requiring any judicial intervention
for that purpose and without prejudicing the right of P&M furniture
to make a claim for damages. 4. In the case of a petition for
bankruptcy, suspension of payments, request for debt restructuring, or
garnishment of the items delivered to the other party by P&M
furniture, the other party is required to immediately inform P&M
furniture of this fact so that it can exercise its ownership right (or
have it exercised).
Article 15. Suspension and right of retention.
1.
P&M furniture has the right, without any notice of default or
judicial intervention, to either suspend or dissolve the contract in
whole or in part, and to do so without being subject to damages or
warranty claims, if: a) the other party does not fulfil any
obligation(s) based on the contract(s) concluded with P&M furniture
in a sufficient or timely manner; b) there is serious doubt that the
other party is capable of fulfilling its obligation(s) arising from the
contract(s) concluded with P&M furniture; c) any of the following
occurs: bankruptcy of the other party, suspension of payments, debt
restructuring, termination of business operations, liquidation or any
full or partial transfer of the other party’s business. 2. P&M
furniture is entitled to suspend its obligations to deliver the item(s)
until the other party has fulfilled its obligations relating to the
contract(s).
Article 16 Defects and complaint periods.
1 At the
time that items are delivered or shipment received, the other party must
inspect the delivery or shipment (or have it inspected) to ensure that
the shipped or delivered items conform to the contract(s). In so doing,
the other party must ascertain if the correct items and/or the correct
number or quantity of items has been delivered, as well as if the
delivered items fulfil the quality requirements reasonably assumed to be
necessary for normal use. 2. Except when applicable instructions in the
manufacture/importer's guarantees prescribe shorter periods of appeal,
P&M furniture must be informed of any visible defects and
shortcomings not more than 8 days after delivery of the conveyed or
shipped items by means of a written statement explaining the reasons for
the complaint. In the case of concealed defects, these must be made
known in writing to P&M furniture not more than 8 days after their
detection. 3. Failure to observe the provisions in paragraphs 1 and/or 2
above means that the other party will be regarded as having completely
accepted the delivered or shipped items. 4. Even if the other party
makes an appeal in time, the other party remains obligated to pay the
agreed price. 5. Delivered or shipped items about which the other party
has made an appeal are to be kept unused and unmodified in a designated
location so that they remain at the disposal of P&M furniture.
Moreover, P&M furniture must be granted unimpeded access to the
location(s) where these items are stored by the other party. P&M
furniture has the right to sample these items or have them sampled by a
designated qualified expert.
Article 17. Guarantee.
1. Insofar as
the delivered items are concerned, the only valid guarantee is the one
provided by the manufacture or importer. 2. The other party cannot
invoke any right to guarantee if it is in default of fulfilling its
obligations to P&M furniture. The guarantee is invalid if defects
are caused by errors and/or omissions by the other party or a third
party engaged by the other party without said third party being
appointed or employed by P&M furniture for the performance of the
contract. 3. The guarantee does not extend to defects resulting from
normal wear and tear, improper maintenance, incompetent use, lack of
care or flaws caused by modifications made by either the other or a
third party. 4. To be able to invoke the guarantee, the other party must
immediately inform P&M furniture of the detected defect;
additionally the other party must be ready to provide all necessary
cooperation to P&M furniture in order to eliminate the defect within
a reasonable period. 5. In case of an obligation based on the
guarantee, P&M furniture will repair the defect without charge. If
it is not possible to repair defects in a reasonable way or if it is
considered that the defects would, as such, substantially reduce the
usefulness of the delivered items for the other party, the other party
then has the right to demand that the contract be dissolved in whole or
in part without prejudicing any right to claim damages.
