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 the buyer.
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 delivery.
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 the seller.
- 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 seller's discretion.
- 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 its expense.
- The unloading/delivery of goods outside office hours may only take place by mutual agreement between the buyer and the seller.
- 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 expense.
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 the industry.
- 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 expense.
- 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 suspend payment.
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 seller.
- 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 receipt.
- 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 invoiced.
- 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 date.
Article 10. Return consignments
- Return consignments cannot be accepted without prior authorisation.
- 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 resulting damage.
- 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 deliveries.
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 (for example in the case of issuing a direct debit), 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 date.
- 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 due.
- 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 notice.
- 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 deviation.
- 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 Bouwmaat.
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.