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.
