Article 1. Definitions
In these terms and conditions, the following definitions apply:
Seller: L’Authentique, hereafter referred to as the Seller, who as a seller/contractor enters into or wishes to enter into an agreement with the Buyer.
Buyer: the buyer or contractor, hereafter referred to as the Buyer, who enters into or wishes to enter into an agreement with the Seller, L’Authentique.
General Terms and Conditions: these General Terms and Conditions of L’Authentique.
Article 2. Applicability
Unless expressly agreed otherwise, these General Terms and Conditions apply to all offers, sales agreements, and deliveries of all goods and services marketed and/or provided by the Seller. By placing an order, the Buyer accepts the applicability of these terms. General or specific Purchase Conditions used by the Buyer are not accepted by the Seller and do not apply to offers, agreements, and deliveries governed by these General Terms and Conditions unless and only after the intended Purchase Conditions are expressly declared applicable in writing by the Seller for any specific transaction. Acceptance in this way of the applicability of such Purchase Conditions will in no case mean that these Purchase Conditions also apply to other transactions between Buyer and Seller. If and insofar as an offer and/or agreement between Buyer and Seller contains provisions deviating from these General Terms and Conditions without expressly excluding the applicability of these General Terms and Conditions, the other provisions of these General Terms and Conditions remain fully applicable.
Article 3. Offers, advice, and orders
All offers are without obligation, however, with the understanding that the Seller is bound by the net prices stated in written price offers for a period of 14 days, counting from the dispatch of the relevant price offer. All prices are net prices, without discount and excluding taxes due at the time of delivery. If an order is placed without an expressly agreed price, it will be executed at the price applicable at the time of execution of the order, regardless of a previously made offer or previously calculated price. For each agreed quantity of paint, a margin of 10% is allowed, with the understanding that the Buyer is obliged to receive and pay 10% less or more, with a minimum of 1 kg or 1 liter. The Seller is entitled not to accept orders if he is not bound by a relevant offer. In that case, he is obliged to notify the Buyer within 5 working days, counting from the receipt of the order. The models, images, drawings, and sizes shown, attached, or communicated with the offers give a general representation of the offered items. Changes in construction, which slightly deviate from the intended models, images, drawings, or sizes, but which do not bring about any essential changes in the technical and aesthetic execution of the items, do not oblige the Seller to any compensation and do not give the Buyer the right to refuse receipt or payment of the delivered goods. The images and drawings provided by the Seller upon request remain the property of the Seller at all times and must be returned to the Seller immediately upon request, failing which the Holder/Buyer owes the value to be determined by the Seller/owner. This provision also applies when the Seller has expressly indicated in writing that he wishes to be returned. If the Buyer sets special requirements for the processing of the fabric provided by him in terms of thread direction and design, without providing clear processing instructions, the Seller accepts no liability for this. Remnants of delivered paint, excess ordered paint, or remnants of own sent fabric are never taken back, cannot be reclaimed, or be eligible for compensation unless otherwise agreed in writing. The Seller can never be held liable for the fabrics chosen by the Buyer, this applies both when the Buyer sends in the fabrics and when the Seller orders the fabrics. For furniture upholstered with own fabric or commission fabric, the delivery time only starts after receipt of the fabric. The Seller can never be held liable for (minor) color deviations of the paint ordered by the Buyer. The color sample supplied by the Seller or the color shown on the Seller’s website only gives an indication of the color. The Buyer cannot derive any rights from this.
Article 4. Delivery
The Seller has fulfilled his obligation to deliver by offering the goods to the Buyer once at the agreed time. The report of the person who provided the transport is full proof of the offer to deliver if the Buyer refuses to accept the goods, in which case the costs of return transport, storage, and other necessary costs are borne by the Buyer. The risk for goods transfers at the time of delivery to the Buyer, even if ownership transfers at a different time. Delivery takes place when the goods come into the possession of the Buyer. This is the case, for example, when the goods have reached the Buyer’s company. The offer to deliver is equated with delivery. If the Buyer refuses to accept the goods, the Seller will store them for up to 30 days after the offer. He will notify the Buyer in writing that he can (have) pick up the goods against cash payment. After this period has expired, the seller is entitled to sell the goods to a third party or otherwise dispose of them. If no delivery period has been agreed upon for delivery on call, a period of four months applies, starting from the day the purchase agreement was concluded. After this period or the agreed call-off period has expired, the Seller has the right to demand payment of the goods sold on call without observing any credit period.
Article 5. Delayed delivery
Delayed delivery, if it remains within reasonable limits, does not give any right to compensation or dissolution of the agreement. However, if it has been stipulated in the agreement that delivery will take place at a certain time and the Buyer has informed the Seller in writing that this deadline may not be exceeded under any circumstances, then after the agreed deadline has expired without delivery having taken place, the Buyer is entitled to dissolve the purchase agreement without judicial intervention, without prejudice to the Buyer’s right to compensation, except in the event of force majeure on the part of the Seller. He is obliged to notify the Seller of this in writing without delay. Agreed delivery dates are target dates unless expressly agreed otherwise.
Article 6. Inspection and complaint
The Buyer is obliged to inspect the delivered goods immediately and accurately (or have them inspected). The Buyer must sign a delivery receipt immediately upon delivery. If defects (in terms of quality, quantities, size differences, etc.) are found upon delivery, the Buyer must note this on the receipt. In addition, the Buyer must notify the Seller in writing, with acknowledgment of receipt, within 5 (five) working days after delivery, failing which the Buyer is deemed to have received the purchased goods without defects. If there is no opportunity to check the delivered goods upon delivery, the Buyer must state this on the receipt. Non-visible defects that could not reasonably have been detected within the period specified in this paragraph must be reported to the Seller in writing within 14 (fourteen) days from the moment the defect was detected or could have been detected, but no later than 30 (thirty) days after delivery of the goods. If no complaint has been made within the periods specified in this article, the complaint will no longer be processed, and the Buyer will no longer have any claim in this regard against the Seller. Complaints do not give the Buyer the right to suspend his payment obligation. The Buyer must – as far as can reasonably be expected of him, but in any case no later than 20 (twenty) working days after the complaint – give the Seller the opportunity to determine defects based on the delivered goods in their original state and original packaging. If the delivered goods have already been processed or processed in whole or in part, any right to complain and/or compensation will lapse. If the Seller finds a complaint justified, he will, at his option, either pay compensation up to a maximum of the invoice value of the goods in question or replace the goods in question free of charge. The Seller is not obliged to pay more compensation and to compensate indirect damage.
Article 7. Force majeure
Force majeure is understood to mean: any circumstance that the Seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the Buyer, such as: war or threat of war, regardless of whether the Netherlands is directly or indirectly involved, full or partial mobilization, martial law, riot, sabotage, flooding, fire or other destruction in factories or warehouses, and strikes, as well as suppliers or producers who, for whatever reason – wholly or partially – do not fulfill their obligations towards the seller. In the event of force majeure, the Seller has the right to dissolve the agreement without being obliged to pay compensation.
Article 8. Advance payment/Security
The Seller is always entitled to demand advance payment or security from the Buyer before proceeding to delivery or further delivery. If the Buyer fails to make the requested advance payment or provide security, any delivery obligation on the part of the Seller will lapse, without prejudice to the Seller’s right to compensation for all damages, costs, and interest from the Buyer.
Article 9. Retention of title
All delivered goods remain the exclusive property of the Seller until the moment when all claims from this or previous deliveries from the Seller to the Buyer have been fully paid by the Buyer. The goods can be reclaimed immediately by the Seller if the Buyer has not fulfilled his obligations or if the Seller has reason to believe that the Buyer will not fulfill his obligations. The costs associated with the repossession will be charged to the Buyer. Upon repossession, a credit will be issued based on the value that the goods appear to have upon repossession. The retention of title stipulated in this article does not affect the fact that the risk of using the storage of the delivered goods, in the broadest sense of the word, transfers to the Buyer from the moment of actual delivery.
Article 10. Intellectual property rights
The Seller reserves the right to provide the goods with its name and factory brand. The Buyer acknowledges that the intellectual property rights (copyrights, patent rights, trademark rights, trade name rights, etc.) relating to the goods purchased from the Seller, or relating to the items provided by the Seller, such as technical information sheets, advertising material, etc., rest with the Seller or with one of the companies of the group to which the Seller belongs. The Buyer will respect these rights and is obliged to behave in accordance with the instructions given by the Seller. Insofar as the Buyer observes that the intellectual property rights referred to in this article are infringed by third parties, the Buyer is obliged to inform the Seller immediately. The Buyer is not allowed to use any brand or other distinguishing mark of the Seller as (part of) an internet domain name or alphanumeric telephone number. The Buyer grants the Seller permission to include all (sales) information from the Buyer in a database and to use it. All rights to this database rest with the Seller.
Article 11. Complaints
Complaints of any kind do not suspend the Buyer’s payment obligation and can only be brought to the Seller’s attention in writing within the periods described in this paragraph. The Seller is a furniture manufacturer, and furniture fabrics are always ordered from external parties. As a result, the Seller can never be held liable for complaints about the fabric chosen by the customer or third parties, even if it is ordered by the Seller for a commission. No complaint is admissible when the Buyer has proceeded to processing or onward delivery while the Buyer could have detected the alleged defect in the goods by simple inspection. No complaint is allowed on the basis of technically unavoidable deviations in colors and properties of fabrics and wood. Complaints concerning shortages, deviating color, incorrect layout, weights, numbers, or concerning packaging and the calculated price can only be made within 14 days after delivery of the goods. Any complaints about furniture must be brought to the Seller’s attention in writing within 1 year after delivery of the goods. The complaint/complaint must be drawn up in writing by the Buyer on pain of inadmissibility. The inadequacy of delivered products can be demonstrated by the buyer – excluding any other means of proof – only by submitting a report from the most suitable part of TNO, with the costs of reporting being borne by the party found to be at fault. No binding evidence rule applies to all other products. The inadequacy of delivered PR can be demonstrated by the Buyer by all means, provided that inadequacy is only understood as not meeting the specification(s) applicable to the product at the Seller. As far as legally permitted, the Seller’s liability for damage caused by defects in the delivered goods is limited to the net invoice amount of the delivered goods, unless the consequences of this exoneration are demonstrably unreasonably onerous for the Buyer.