General Delivery Conditions

Article 1: General

  1. D2C: D2C Netherlands B.V. registered in the Trade Register of the Chamber of Commerce in Nijmegen under number 57218897 and/or D2C Design2Chill Kft registered in the Trade Register of the Chamber of Commerce in Budapest under number 0109190736.
  2. Buyer: The other party of D2C, acting in the exercise of a profession or business.
  3. Agreement: The agreement between D2C and buyer.
  4. In writing: A written legal act also includes an electronic document such as email and fax, however, on the understanding that email and fax will only be accepted by D2C after its written or electronic confirmation thereof within 24 hours after sending.

Article 2: Applicability

  1. These terms and conditions apply to all offers from D2C and agreements concluded between it and the buyer. Changes to these general terms and conditions can only be agreed between the parties in writing and only apply to the relevant agreement. In addition, if a company, the “Dealership Conditions Design2Chill and 4-ElementZ.
  2. If a provision from these general terms and conditions or from an agreement between D2C and the buyer is invalid or cannot be applied, this provision will be replaced by a valid provision that corresponds as much as possible to the purport of the void or invalid provision. The other provisions will remain in full force and effect. The applicability of general terms and conditions invoked by the buyer is expressly rejected.
  3. D2C’s right to engage third parties for the execution of the agreement with the buyer does not affect the applicability of these general terms and conditions to the relevant agreement between the parties.

Article 3: Offers / Quotations

  1. Offers emanating from D2C lapse no later than fourteen days after dispatch and are without obligation, insofar as the contrary is not unambiguous. A quotation or offer lapses if the product to which the quotation/offer relates is no longer available in the meantime.
  2. D2C cannot be held to its quotations or offers if the buyer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
  3. Offers from D2C can only be accepted by the buyer in writing. D2C is nevertheless entitled to accept a verbal acceptance as if it had been made in writing. After acceptance, D2C has the right to revoke its offer within 2 working days after receipt of the acceptance, in which case no agreement has been concluded between the parties.
  4. D2C is not obliged to deliver goods if these goods have been taken out of production or have lapsed from its sales program for any other reason.
  5. Unless expressly stated otherwise, every offer is based on performance under normal circumstances and during normal working hours applicable at D2C. In the event of delivery or assembly outside normal working hours, a surcharge of: 30% on normal working days will be charged on the normal hourly rate, on the understanding that after 6 p.m. the surcharge is 40%; 60% on Saturday; 100% on Sundays and public holidays.
  6. The prices in offers and quotations are always exclusive of VAT, other levies and any shipping, transport and packaging costs, unless stated otherwise. Price lists in whatever form are always outside an offer and/or quotation by D2C.
  7. A composite quotation (quotation) does not oblige D2C to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price. Offers or quotations do not automatically apply to repeat orders.

Article 4 samples, models and examples

  1. If models and samples, etc. are shown or provided by D2C as an example, this is presumed to have only been shown or provided by way of indication. Information stated in catalogues, images, drawings, standardization sheets, etc. is indicative.
  2. The examples and details of the goods to be delivered referred to in the previous paragraph are not binding, except insofar as they are expressly included in an agreement signed by the parties or an order confirmation signed by D2C, without prejudice to the buyer’s responsibility for information provided by him.

Article 5 Accepting orders

  1. All purchase and sale agreements, if expressly stipulated in each case, are entered into by D2C under the suspensive condition that information to be obtained by it shows that the buyer is sufficiently creditworthy.
  2. If a buyer is in default vis-à-vis D2C in the settlement of any agreement, D2C is at all times entitled, even after it has executed an order in whole or in part, before proceeding to delivery, to demand from the buyer that he provides sufficient security that he will meet his payment obligations.
  3. Orders are only accepted by D2C if the order has the correct article and color numbers.
  4. Orders taken by representatives are binding for the buyer and D2C, on the understanding that D2C has the right to notify the buyer in writing within 15 working days that it cannot execute the order or not without changes, if the unaltered execution of an order received via a representative is impossible due to circumstances of which that representative could not reasonably have been aware, in which case the order is considered cancelled, unless the buyer and D2C reach an agreement after all.
  5. If an order confirmed by D2C, stating the agreed price and delivery time, is canceled by the buyer, D2C will charge a compensation for costs, provided the cancellation is approved by it.

Article 6: Execution

  1. If and insofar as required for the proper execution of the agreement, D2C has the right to have certain activities performed by third parties.
  2. The buyer will provide D2C with all data reasonably necessary for the execution of the order in a timely manner. In the event of late provision by the buyer, D2C is entitled to suspend the execution of the order and to charge any costs of delay to the buyer. The buyer indemnifies D2C against any claims from third parties who suffer damage in connection with the execution of the agreement and which are attributable to the buyer.

Article 7: Delivery

  1. Part deliveries by D2C are permitted, at the discretion of D2C. Part deliveries can be invoiced separately.
  2. The delivery times stated in the offer and agreement are approximate and are not strict deadlines. The delivery time specified by D2C only commences after all necessary information is in its possession and payment has been received, insofar as this has been agreed.
  3. Exceeding the terms does not entitle the buyer to dissolve the agreement concluded between the parties until the buyer has given D2C written notice of default and has given a reasonable term to still fulfill its obligations.
  4. The buyer is obliged to take delivery of the purchased goods at the time they are delivered or at the time they are made available in accordance with the agreement. If the buyer refuses to accept or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the buyer’s risk. In that case, the buyer will owe all additional costs, including in any case storage costs. Delivery also includes agreed partial deliveries.
  5. Goods are delivered at the time when they have been brought into the actual power of disposal of the buyer or of third parties engaged by the buyer and are at his risk from that moment on.
  6. If the goods are shipped with D2C’s means of transport or by forwarders working on its behalf, the delivery will take place by offering the goods on the ground floor of the buyer’s warehouse. In that case, the goods travel at the risk of D2C until the moment of delivery.
  7. In all other cases, the delivery is made as soon as the goods have been delivered to the railway station or the loading point of another means of public transport, located closest to the factories or warehouses of D2C. In these cases, the goods always travel at the risk of the buyer, even if the transport documents show otherwise, including the declaration demanded by third parties “insufficiently packed”, unless the buyer complains to the carrier immediately after receipt. . Unless the goods are collected by the buyer from D2C’s warehouse, they will travel by a means of transport customary locally at D2C’s choice. If the buyer requires a different mode of transport, the additional costs will be for his account.
  8. All goods are transported at the expense of the buyer, unless the freight costs are included in the price.
  9. If a buyer refuses to immediately take receipt of the goods presented to him correctly and undamaged, the resulting freight costs, storage costs, etc. will be for his account.
  10. D2C always delivers its orders to the retailer and not directly to the end customer. Unless otherwise agreed with the customer where an additional charge is applied.
  11. Delivery with regard to projects is done according to quantity and the delivery period agreed with the customer.

Article 8: Complaints and Warranty

  1. The buyer will inspect the delivered goods upon delivery or as soon as possible afterwards for numbers and quality. Visible defects or shortcomings must be reported in writing and fully specified to D2C within three days after delivery. Non-visible defects or shortcomings must be reported within three weeks of discovery, but no later than three months after delivery.
  2. Complaints do not suspend the buyer’s payment obligation. Return of the delivered goods is only possible after written permission from D2C.
  3. D2C guarantees that the goods to be delivered meet the usual requirements and standards that can be set for them and that they are free of all defects. This warranty is valid for a period of 36 months after delivery.
  4. This warranty does not apply if the defect has arisen as a result of improper or improper use.
  5. In any case, the warranty does not cover defects that occur in or are wholly or partly the result of:
  1. non-observance by the buyer of operating requirements/or maintenance instructions or other than normal use;
  2. normal wear and discoloration of the upholstery;
  3. assembly/installation or repair by third parties, including the buyer;
  4. the application of any government regulation regarding the nature or quality of the materials used;
  5. used materials or goods respectively used in consultation with the buyer;
  6. materials or items provided by the buyer to D2C for processing;
  7. materials, items, working methods and constructions, insofar as applied on the express instruction of the buyer, as well as materials and items supplied by or on behalf of the buyer;
  8. parts purchased by D2C from third parties, insofar as the third party has not provided a guarantee to D2C.
  9. The buyer must frequently use the separately ordered covers in bad weather conditions, such as may occur during autumn or winter (eg prolonged rain). The warranty also lapses in the event of incorrect use of the cover, whereby a dry cover must be used over a dry sofa at all times.
  10. If the buyer does not, not properly or not in time, fulfill any obligation arising for it from the agreement concluded with D2C or from a related agreement, D2C is not obliged to provide any guarantee with regard to any of these agreements.
  11. If D2C replaces parts/items in order to comply with its warranty obligations, the replaced parts/items become its property.
  12. In the case of complaints/reupholstery, D2C collects the goods in question from the retailer and delivers them to the retailer after repair/reupholstery.

The retailer is responsible for both collection of the goods and delivery to the end customer. The retailer is also responsible for the proper packaging of the goods to be collected.

Article 9: Prices

  1. For orders of more than 500 euros net, deliveries are free of charge. Quotations are exclusive of VAT and other levies imposed by the government.
  2. For orders of less than 500 euros net, excluding VAT, D2C will charge the actual shipping costs and a fixed surcharge for administration costs.
  3. If the delivery is postponed or accelerated at the request of the buyer, D2C is entitled to compensation for the costs arising for it from this postponement or from this acceleration.
  4. If the supply at or near the place of delivery requires extra working hours due to the lack of pavement or a paved road, or due to other circumstances, D2C is entitled to charge these hours separately.
  5. D2C is entitled to adjust its prices to significant changes in price-determining factors, such as the prices of wages, raw materials and transport, if more than two months have passed between the offer and the delivery or payment. It is entitled to immediately implement price increases as a result of statutory regulations.
  6. Eventuele kosten van aflevering, installatie, montage en verpakking en andere in verband met de levering te maken kosten zijn niet in de prijs inbegrepen.
  7. D2C may pass on price increases to the buyer if significant price changes have occurred between the time of the offer and the execution of the agreement, but only if these price increases occur within three months after the conclusion of the agreement.
  8. The prices charged by D2C are always exclusive of VAT, other levies and any administration, shipping, transport and packaging costs, unless explicitly stated otherwise.
  9. Price lists in whatever form are always outside an offer and/or quotation by D2C.

Article 10: Payment buyers

  1. A. Retailers: When paying, a distinction is made between new and existing relationships of D2C. Invoicing for new D2C relations takes place as follows:

– 1st order: 50% in advance, remainder immediately after delivery

For existing relations, a payment term of 14 days after delivery applies. A deposit of 50% of the purchase amount applies to both new and existing relations who place custom orders.

  1. Projects: Deposit 50% upon order placement and the rest upon delivery.
  1. Processing of the order only starts after receipt of the first payment, which must be credited to the indicated bank account of D2C within 5 days of the invoice date.
  2. After proper handling of the first three orders by the buyer, payment must be made within 14 days of the invoice date in a reasonable manner to be indicated by D2C. In the absence of timely payment, the buyer is legally in default and owes default interest of 1.5% per month entered from the due date of the (partial) invoice.
  3. The extrajudicial (collection) costs to be incurred by D2C will be reimbursed by the buyer. These costs are fixed at 15% of the amount owed, whereby D2C reserves the right to claim costs actually incurred.
  4. Payments made by the buyer first serve to settle all interest and costs stated under paragraphs 3 and 4 and then to settle the longest outstanding invoices due, even if the buyer states that this payment relates to a later invoice.
  5. If and insofar as according to the buyer there are defects in a delivered item, he is not entitled to refuse payment or to suspend his payment obligation with regard to items from the same consignment or delivery about which no complaints have been made.
  6. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, D2C’s claims against the buyer are immediately due and payable.
  7. D2C reserves the right, after consultation with the buyer, to deliver the order in parts and to invoice these partial deliveries.
  8. All payments must be made to D2C in Euros.
  9. D2C reserves the right to block orders until previously delivered orders have been paid.
  10. D2C grants a 2% payment discount if the payment is received within 4 days after the invoice date, unless otherwise agreed in writing.

Article 11: Retention of title

  1. All goods delivered by D2C remain the property of D2C until the buyer has fulfilled all obligations under all agreements concluded with D2C. The buyer is not authorized to pledge or otherwise encumber the items subject to retention of title.
  2. The buyer undertakes to insure and keep insured goods delivered subject to retention of title against damage and theft.

Article 12: Liability

  1. D2C’s liability is limited to compliance with the warranty obligations described in Article 8 of these terms and conditions.
  2. Liability for direct damage is limited to a maximum of the compensation charged to the buyer for the defective item, with a maximum of five hundred euros. The liability is in any case maximized to the amount that is paid out in the relevant case by the insurer of D2C. Liability for indirect damage is excluded.
  3. D2C is not liable for violation of the rights of third parties as a result of the use of data and items provided by or on behalf of the buyer. In the event that the buyer is not a consumer or an equivalent purchaser, he is obliged to indemnify or compensate D2C with regard to all third-party claims for compensation for the damage.
  4. D2C is not liable for advice provided or yet to be provided, unless this has been or will be the explicit subject of a written advice agreement.

Article 13: Intellectual property

  1. D2C grants Buyer the right to use D2C’s trademarks during the term of this Agreement, subject to all its directions regarding use.
  2. The buyer is not permitted to perform acts that conflict with the trade name, brand name or other intellectual property rights of D2C, regardless of whether they are registered.
  3. The buyer is obliged to use the marks used by D2C. He is not allowed to remove or change any marking from the products or to apply his own markings to the products without written permission from D2C.
  4. The intellectual property rights to advice, drawings, script, images and descriptions provided by D2C and the data regarding the manufacturing and/or construction methods used by D2C are always reserved to D2C. They may not be copied, disclosed or used in whole or in part, nor made available to third parties without the express permission of D2C.

Article 14: Force majeure

  1. If D2C is unable to fulfill its obligations under the agreement towards the buyer due to force majeure, the buyer is not entitled to suspend its obligations under other agreements.
  2. If the force majeure situation has lasted at least 3 months, each of the parties can dissolve the agreement concerned to which those obligations relate, or the part thereof that has not been performed, respectively, without D2C being liable for compensation.
  3. Force majeure is understood to mean circumstances with regard to materials and/or persons and/or suppliers that D2C uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is therefore impossible, or to such an extent. it becomes difficult and/or disproportionately expensive that fulfillment of the agreement can no longer or immediately be required of D2C. Examples of such circumstances are (not exhaustively): war and comparable situations, government measures, strikes, obstacles by third parties, technical complications unforeseen by the parties, the circumstance that D2C performs an important performance in connection with a performance, is not delivered, not delivered on time or not properly.

Article 15 suspension, dissolution

  1. If the buyer does not, not properly or not timely comply with any obligation arising from an agreement concluded with D2C, or if it is subject to serious doubts as to whether the buyer is able to fulfill its contractual obligations towards D2C, D2C is entitled, without notice of default or judicial intervention, or to suspend the execution of any agreement concluded with the buyer, or to dissolve it in whole or in part, without it being obliged to pay any compensation and without prejudice to its further rights. All payments owed by the buyer will then become immediately due and payable.
  2. The provisions of paragraph 1 are in any case met if the buyer:
  1. offers a settlement outside bankruptcy
  2. applies for a moratorium;
  3. files for bankruptcy or a third party files for the bankruptcy of the buyer;
  4. requests the application of the Natural Persons Debt Rescheduling Act;
  5. is placed under guardianship or otherwise loses free disposal of his assets;
  6. is in default in the fulfillment of any obligation towards D2C.
  7. is facing seizure of his assets;
  8. transfers in part or in full, by modification of its shareholders.

Article 16: Risk transfer

  1. The risk of loss or damage to the products that are the subject of the agreement transfers to the buyer the moment they are brought under the control of the buyer or of (a) third party(ies) designated by the buyer.

Article 17: Deviating goods than those of delivery

  1. In the event of agreements between D2C and the buyer regarding matters that do not lead to delivery in accordance with the offer or quotation, D2C and the buyer must draw up an agreement as parties, which can only refer to these conditions in the event of a transition to offer and/or delivery. Special and separate contracts between the parties apply to all items not covered by delivery.

Article 18: Disputes

  1. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
  2. Disputes between D2C and the buyer that arise directly or indirectly from an agreement between them will be settled, to the exclusion of any other court, in the first instance by the competent court in Arnhem, except in the case of the buyer – within one month after invocation by D2C of this article – informs it in writing to submit the settlement of the dispute to the legally competent court.
  3. Dutch law applies to every agreement between D2C and the buyer. The Vienna Sales Convention (United Nations Convention on the International Sale of Goods, abbreviated CISG) is expressly excluded.

Article 19: Other provisions

  1. These general terms and conditions of delivery have been filed at the office of the Chamber of Commerce in Nijmegen (NL).
  2. The most recently filed version or the version that applied at the time of the conclusion of the agreement is always applicable.