Terms and conditions in English
GENERAL FRANCHISEE TERMS AND CONDITIONS OF SALE AND DELIVERY FOR THE FRANCHISE FORMULA OPERATED BY BOUWMAAT NEDERLAND B.V.
These General Terms and Conditions of Sale and Delivery apply to all transactions with branches operating under the Bouwmaat franchise formula. By entering into an agreement with the seller, the buyer acknowledges having taken cognizance of and agreeing with these General Terms and Conditions of Sale and Delivery.
Article 1. Offers and confirmation
All offers, regardless of how they are called, are without
any obligation unless explicitly designated otherwise.
Purchase agreements or other agreements are entered through
a buyer's order and written confirmation (including
confirmation by email), by the seller or, in the absence of
such confirmation, in a fortnight's time, as far as the
seller has indicated its acceptance of the agreement either
tacitly or through its actions within this period.
If the accuracy of a written confirmation is not disputed
within eight working days, both parties are considered
bound by this confirmation.
In these General Terms and Conditions of Sale and Delivery,
buyer refers to: the company running the branch of Bouwmaat
where the buyer makes the agreement. In these General Terms
and Conditions of Sale and Delivery, buyer refers to: that
party which has made a commitment regarding the purchase of
goods from the seller, or has entered into negotiations
with the seller with the aim of doing such.
Article 2. Prices
Unless explicitly specified otherwise, all prices are
exclusive of BTW (Dutch VAT).
If the price of goods offered or sold should increase
during the period between the dates of offer and sale, in
the event the seller has made a binding offer, or between
the dates of sale and delivery as a result of causes beyond
the seller's control, for instance through an increase in
the price of materials, production costs, import and export
duties, taxes, foreign exchange rates, transport costs, or
similar, the seller is authorised to invoice these costs to
Article 3. Delivery time
Delivery time is estimated as accurately as possible by the
seller, but may only be considered a target date or period.
The seller reserves all rights with regard to unforeseen
circumstances, as it must order many goods from third-party
suppliers or factories. The buyer is not entitled to any
compensation in the event the estimated delivery time is
exceeded. The buyer may not cancel the order or refuse
receipt and/or payment of the goods on the grounds of delayed
Article 4. Delivery and risk
In the event delivery carriage paid has been agreed upon,
the goods shall be transported at the expense and risk of
In all other cases, the goods shall be transported at the
buyer's risk and expense.
The choice of the means of transport shall be at the
In the event of delivery carriage paid, the seller is not
required to transport the goods beyond that point where the
vehicle can travel across sufficiently accessible terrain,
or terrain made sufficiently accessible. Unless agreed
otherwise, the buyer must obtain any necessary
authorisation, exemptions and permits required for the
transport area in good time. The goods are always unloaded
from the vehicle, whereas the buyer is obligated to take
possession of the goods at the unloading location. The
buyer and seller shall unload the goods together. Should
the buyer fail to do this, any costs incurred shall be at
The unloading/delivery of goods outside office hours may
only take place by mutual agreement between the buyer and
In the event of the buyer's absence at the delivery
location during office hours, or if agreed, outside office
hours, the goods shall be unloaded at the buyer's
Article 5. Delivery and demand
If delivery on demand has been agreed, but without any
specified time limits for the demand, the seller is
authorised to require the buyer to specify a time limit for
the demand of all of the goods, if all of the goods have not
been demanded within three months of the conclusion of the
purchase agreement. The time limit specified by the buyer may
not exceed a term of three months from the date that the
buyer could reasonably have taken cognizance of the seller's
demand. The buyer is obligated to comply with the
aforementioned demand; should it fail to do so, upon the
expiration of a term which is equal to the longest time-limit
the buyer would have been authorised to require, the seller
is authorised to store the goods at the expense and - if risk
of the goods should still lie with the seller - the risk of
the buyer, or to dissolve the contract of sale without
judicial intervention and, if so required, claim
compensation. The seller is likewise authorised if the buyer,
notwithstanding the specification of a time limit, fails to
fulfil this obligation.
Article 6. Quantity
A consignment note accompanying the goods delivered,
delivery note or similar document is considered to provide
an accurate representation of the quantity of the goods
delivered, unless the buyer submits its objection to the
seller immediately upon receipt of the goods. The buyer
must indicate any missing or damaged goods by making a note
of these on the delivery document.
Even in the event the buyer reports to the seller that it
received less than the quantities indicated on the document
referred to in the first paragraph of this article and in
good time, this does not entitle it to suspend payment.
Article 7. Quality and inspection
If and to the extent that there is no written agreement in
effect pertaining to the quality of goods on delivery, the
buyer may only submit a claim regarding quality in
accordance with that which is standard and customary within
In the event of an offer or delivery on the basis of a
sample, the sample is only valid for the determination of
an average quality of structure, appearance and colour of
the goods to be delivered.
If and to the extent the agreement regarding quality
stipulates that this must comply with specifications and/or
that delivery will be made on the basis of inspection
and/or to the satisfaction of the buyer's clients or the
buyer's construction management, the buyer may only base
claims on this, which exceed the stipulations as set out
elsewhere in these conditions, if and insofar as these
extended agreements have been explicitly agreed upon and
issue from the buyer's obligation to adhere to
specifications, which the buyer has communicated to the
seller in writing and in good time, such that the seller
could take this into account in its offer.
The buyer is entitled to inspect the goods at its own
- The buyer can only base claims made with regard to the seller on objections regarding defects in the condition of the goods - such as quality, size or number per trading unit - in as far as the goods have not been processed and if the buyer reports the existence of such objections:
a. in the case of delivery carriage paid to
the work or delivery address; within five working days of the
delivery of the goods;
b. in the case of delivery carriage paid ex quay or free at station; as soon as possible after the receipt of the goods;
c. in all other cases; before transfer, with the exception of that referred to in paragraph 6. Samples used and shown by the seller,
particularly samples of ceramics, kitchens and the like are factory samples. The seller may not be held liable for any differences in
colour compared to the samples.
In cases such as those referred to in paragraph 5c, if the
buyer has requested this and to the extent this may be
reasonably required of the seller, the seller is obligated
to notify the buyer of a suitable time and place for the
inspection well in advance of the transfer. Should the
seller remain in default with respect to this obligation,
the buyer is authorised to report its objections when
possible, but within a term not to exceed eight working
days of receipt of the goods.
Defects which could not reasonably have been detected
through inspection under the aforementioned terms must be
reported to the seller in writing within eight days of
general terms and conditions of sale and delivery their
discovery. Claims will no longer be accepted for defects
which are detected more than one year after delivery.
In the event the buyer is entitled to a claim under the
aforementioned conditions, this does not entitle it to
Article 8. Liability
The seller's liability, as referred to in the previous
article, as well as any other liability, issuing from other
facts or circumstances, shall never exceed the payment of
the invoice value or the re-delivery of goods, at the
buyer's discretion and to the extent that the seller is
able to deliver similar goods. Any processing of the goods
delivered by the buyer or third parties shall imply the
lapse of any form of liability on the part of the
Third parties may never assert liability rights with regard
to the seller.
Seller may never be held liable for consequential damage
and indirect trading losses, business interruption losses,
construction delays, loss of orders, loss of profits,
processing costs, and suchlike. Nor may the seller be held
liable for costs, damages and interest which may arise from
acts, negligence or advice from persons employed by the
seller and/or persons who are engaged by the seller to
execute the agreement.
Any manufacturer's guarantees will be passed on in full to
the buyer, and also serve to limit the buyer's claims.
Article 9. Packaging materials
Reusable packaging materials will be charged by the seller
through the use of an invoice or cumulative invoice or
other instrument as soon as possible.
When packaging materials as referred to in the first
paragraph, are returned at the expense of the buyer, the
seller will send the buyer a credit invoice soon after
Contrary to the provisions set out in the previous
paragraphs, the seller is not obligated to pay compensation
for packaging materials which are returned damaged, nor for
packaging materials which the seller neither delivered nor
The buyer is only authorised to reduce the amount due to
the seller by the value of returned packaging materials
upon receipt of the credit invoice.
If the amount of the credit invoice amounts to a total
which exceeds that which the buyer still owes the seller at
the time this credit is received, this surplus amount will
be paid to the buyer within one month of the invoice
Article 10. Return consignments
Return consignments cannot be accepted without prior
Fully or partially processed goods, damaged goods or
packaged goods, for which packaging is missing or damaged,
may never be returned.
Article 11. Force majeure
If the seller is unable to deliver due to force majeure, or
is unable to deliver in the usual fashion, it is entitled
to extend the delivery time by the duration of the force
majeure, or, insofar as the goods have not yet been
delivered, to cancel delivery, without being liable for any
Force majeure includes: war, riots, disturbances, acts of
war, strikes and lockouts, obstruction of supply, damaged
machinery and/or equipment and/or tools, unavailability of
transport, delay of supply, government measures and any
other circumstance, of whatever nature, which in fairness
renders it impossible for the seller to perform normal
Article 12. Retention of title and security
Delivered goods shall remain the property of the seller
until the buyer has paid consideration for all goods the
seller has delivered or has yet to deliver to the buyer
pursuant to any agreement, which includes terms of the
agreement which stipulate, in addition to the delivery of
goods, the performance of work as well as the matter of
terms regarding the buyer remaining in default of such
agreements. The obligation to pay compensation also
includes interest and costs as well as fixed compensation
in the event of a penalty clause.
The buyer undertakes to provide the seller with security
for the payment of all that which the seller may claim from
the buyer, regardless of the agreement on which this is
based, and must furnish security deemed satisfactory by the
seller at the seller's first demand. Notwithstanding the
above stipulations, as additional security of payment for
all that which the seller may claim from the buyer,
pursuant to agreements other than those referred to in the
previous paragraph, a non-possessory pledge shall be
established on the goods delivered in advance on the
seller's behalf. The seller is authorised to register this
pledge in such a case.
Article 13. Payment and security
Unless agreed otherwise in writing, payments by the buyer
must be executed within 30 days of the invoice date, which
is the due date. The buyer shall be found to be in default
for late payment, without written warning or notice of
default being required.
The invoice amount shall always be increased by a 2% credit
restriction surcharge. The buyer is liable for this
surcharge if payment is made after the invoice due
The buyer is liable for the payment of interest on the
amount due starting on the invoice due date without written
warning or notice of default being required. This interest
rate shall be equal to the statutory default interest for
trade agreements. The seller is authorised to apply
payments received to write off interest lost and costs
before applying these payments to the principal sum
If, in the seller's opinion, there are grounds to justify
this, the seller is authorised at all times to demand that
the buyer furnishes security of payment. In the event this
security is not furnished, the seller is entitled to
postpone delivery, even if the agreement stipulates
delivery on demand, or to dissolve the contract of sale
without judicial intervention and if so required, demanding
compensation for damages. This renders the purchase price
of goods already delivered immediately due and payable.
In the case of non-payment by the buyer, the seller is
authorised to suspend any further deliveries without prior
Should the buyer fail to make payment on time, it will be
liable to reimburse the seller for any costs incurred in
collecting the debt, including extrajudicial costs (to be
ruled by the Court) as well as any foreclosure costs.
Extrajudicial costs have been set at 15% of the amount due,
yet must conform to the collection rates established by the
Netherlands Bar Association, for which a minimum of €113.45
per case applies.
Article 14. Stipulations to the contrary
Any of the buyer's provisions which deviate from these
General Terms of Sale and Delivery shall only be valid
provided they are acknowledged by the seller explicitly and
in writing, and the seller explicitly waives the
applicability of these General Terms of Sale and Delivery in
the case in question.
Article 15. Applicable law/Disputes
All agreements entered into with the seller are governed by
the laws of the Netherlands, to which these General Terms
and Conditions of Sale and Delivery represent a supplement,
or, insofar as imperative provisions do not oppose this, a
Any disputes between the buyer and seller shall be
adjudicated by the District Court of Utrecht, including
demands in interlocutory proceedings, barring any election
of the buyer's domicile, the choice of which is at the
seller's explicit discretion, or any exceptions pursuant to
mandatory legal provisions.
Article 16. Special General Terms and Conditions of Sale and Delivery for the online shop
- Seller offers registered buyers the opportunity to order and purchase from the online shop, which is www.bouwmaat.nl.
- Contrary to article 1.2 of the General Terms and Conditions of Sale and Delivery, purchase agreements in the online shop are entered through final confirmation by the buyer of the order by clicking on the "[bestellen]" ([order]) button and the electronically sent confirmation of this order from the seller.
- In addition to and contrary to article 1.4 of the General Terms and Conditions of Sale and Delivery, in the case of an online shop order, buyer refers to:
a. if the buyer collects the goods from a
branch of Bouwmaat , the company running the branch of
b. if the buyer has the goods delivered at an address in the Netherlands given by the buyer, the company running the branch of
Bouwmaat to which the buyer is registered. The branch at which the buyer is registered can be changed by the buyer sending a
written request to Bouwmaat Nederland B.V. in Bunschoten (P.O. Box 165, 3750 GD). Orders already placed in the online shop
before any changes are made in the Bouwmaat Nederland B.V. system will not be changed retroactively.
The prices stated in the online shop are exclusive of
individually made agreements, which the seller in question
will calculate separately afterwards.
In the event of electronic payment, the rules of the
payment service provider settling the payment apply.
The seller seeks to accurately present all goods and
services. Obvious mistakes or errors in the offer are not
binding for the seller.
For online shop orders with a seller as referred to in
article 16.3(b), the online shop delivery costs will be
indicated and stated in the order confirmation. Article 4.2
of the General Terms and Conditions of Sale and Delivery
are not applicable.
- Every transaction in the online shop is an individual purchase agreement between the seller and the buyer which cannot be compensated by, combined with or otherwise linked to other transactions. The seller can deviate from this as it sees fit.
Delivery orders can be delivered on pallets. This only applies to wholesale deliveries.
Deposit money is charged for the pallets. These costs amount to € 25 per pallet. The entire amount paid by the customer is returned to the customer when the pallets are returned to the Bouwmaat branch. Deposit money pallets can not be returned by the transport company.
In the event that the General Terms and Conditions of Sale
and Delivery as described in articles 1 through 15 deviate
from the Special General Terms and Conditions of Sale and
Delivery for the online shop, article 16 will take
precedence over articles 1 through 15.