TERMS OF CONDITION
Group Veldpape, Royal Christmas
Engelstilstraat 14
9671 JH Winschoten
The Netherlands
Tel. 0031 (0)597 413546
Fax: 0031 (0)597 412751
Chamber of Commerce number: 02065328
VAT number: 8078.39.127.B.01
As you placed an order with us you agreed to our terms of delivery and payment, too. Veldpape is entitled to alter these terms when the currency has expired. If you receive goods you did not order you must inform Beheermaatschappij Veldpape Projecten (= Management Company Veldpape Projects) immediately. Any inaccuracies of data stated by Veldpape must be recorded to Beheermaatschappij Veldpape Projecten in two days.
Article 1. Definitions
The conditions comprise:
1.1 User (of these conditions):
Veldpape Interieurbeplanting BV (= Veldpape Interior Planting Ltd) and trade names, Bloemsierkunst en Galerie Veldpape BV (= Flower Decorative Art and Gallery Veldpape Ltd) and trade names and Beheermaatschappij Veldpape Projecten Winschoten BV (= Management Company Veldpape Projects Winschoten Ltd).
1.2 Other party:
Consumers and retail / the natural or corporate body practising a trade or profession who have placed an order with the user to supply or make goods, to hire or execute activities.
1.3 Producer: The manufacturer of products which are resold by the user.
Article 2. Applicability
2.1 These conditions are in force for any offer and for the realization, the contents and fulfilment of all the agreements between user and the other side, in so far as the parties have not chosen explicitly and in writing for a different course.
Article 3. Offers
3.1 Offers of user are without engagement and expire 30 days at the latest after the date of the offer.
3.2 Offers can only be accepted without any deviations.
Article 4. Realization agreement
4.1 An agreement is realized by written and/or oral acceptance by user and/or other side. These conditions form part of the agreement in an unabridged way.
4.2 Promises, acceptances by representatives, agents and other intermediaries are only binding if they are explicitly affirmed by the user; in silence with exclusive applicability of these conditions.
4.3 These conditions are also applicable to any future agreements in so far as the conditions have not changed.
4.4 An agreement is considered as being cancelled if the user has approved of it in writing. Cancellation is impossible if the user already started with the execution of the agreement in the widest sense. The other party is obliged to compensate the damage done. By damage is meant: the losses suffered by the user, forgone income and at any rate expenses made to prepare the order, expenses for goods and materials which were bought and for obligations entered into with a third party. It is not possible to cancel the agreement if the other party does not agree to the height of the indemnification which must be paid.
Article 5. Prices
5.1 The prices stated by the user are both inclusive of and exclusive of Value Added Tax, which has been described clearly. There may also be taxes which have been imposed by the authorities.
5.2 The price stated for an achievement by the user only applies to the achievement in conformity with the specifications agreed upon.
Article 6. Changes in prices
6.2 Prices based on current material and dollar prices, December 1, 2008. Royal Christmas keeps the right to adjust sales prices if there are fluctuations.
Article 7. The date for payment
7.1 Payment by the other party must take place in the way agreed upon with the user.
7.2 The goods must be paid within a fortnight after the date of the invoice or on the date as was agreed upon. You will find this date on the invoice. It is impossible for you to lay a claim to any discount, settlement or suspension. 7.5 User is authorized when agreed on delivery in parts, after delivery of the first part, to request you not only to pay for this part but also to pay the cost made for the complete delivery.
Article 8. Time of delivery
8.1 It is considered that the time of delivery agreed upon will be approximately correct unless the date mentioned has been qualified as fatal, but only in writing.
The user has only then neglected his duty when the other side has pointed out that the user failed as to the latest date of delivery.
8.2 Binding the user on the latest date of delivery agreed upon expires if the client changes the specifications of the goods ordered or likes to receive more articles, unless the change is hardly of any significance or the delay is of no importance so that the user need not change the first date of delivery.
8.3 The other party is obliged to execute the agreement and to do anything that is reasonably necessary or desirable to enable the supplier to take care of an early delivery.
Article 9. Delivery and risks
9.1 Delivery will take place at the spot where the user practises his business, unless it was agreed upon only in writing that the user will deliver the goods.
9.2 If it was agreed upon that the goods will be transported the cost of transport are for account of the user, unless free delivery was agreed upon. The user always bears the risks of transport and insurance. By accepting the goods the conveyor gives evidence that the goods are in good condition from the outside, unless any peculiarities are mentioned on the bill of lading or on the receipt.
9.3 User need not deliver the goods in parts. Delivery will be done in the usual way and is determined by the user, unless it has been agreed upon differently.
9.4 Buyers risk and damage is 3% of the total value.
Article 10. Investigation on delivery
10.1 Any shortages or external damages of goods which are stated on delivery must be mentioned on the bill of lading, the invoice and/or any other transport document by the other party and after that the user must be informed at short notice. If the other side fails to do so it is supposed that he agrees to the delivery. Any claims are not dealt with then.
Article 11. Deviations
11.1 Deviations between the goods or work delivered on the one side and the original design, drawing, picture or digital record on the other side cannot be any reason to disapprove of the goods, to receive a discount, to dissolve the agreement or get a compensation, if they are of minor importance.
11.2 Deviations which are reasonably regarded as being of no or of minor influence on the utility are considered of minor importance.
Article 12. Reservation of property
12.1 All products delivered remain the exclusive property of the user till the total amount of the concerning bill and any extrajudicial cost have been paid.
12.2 Goods which were hired in the case of loaned from the user remain the userÆs property and may not be pawned, lent and/or sublet to a third party.
Article 14. Liability
14.1 Except for malicious intent or big faults of the user, the liability of the user for damage stated in an agreement or as a result of an unlawful action towards the other party is limited to the invoice price of the goods delivered.
14.2 User is not liable towards the other side for damages or faults which were caused by a third party brought in on behalf of the user.
14.3 On no condition the user can be held responsible for quality and safety standard which were stated by producers of artificial flowers, artificial plants, artificial trees, glass products and lighting. The other party can only apply to the producer for any indemnification.
14.4 User is not liable for wrong translations, printerÆs errors or typographical errors in printed matter and other newsletters which might cause any damage.
Article 15. Force majeure
15.1 The user cannot be held responsible for the shortcomings in fulfilling the agreement if they are not his fault, neither in virtue of the law, agreement nor problems in traffic.
15.2 When it is clear that the goods cannot possibly be delivered in time as a result of force majeure the user is obliged to inform the other party by fax, mail or telephone as soon as possible which must be followed by a second confirmation.
Article 16. Claims
16.1 The report of the complaints must at least state the following data:
a. Name and address of the other party
b. An extensive and accurate description of the fault
c. A statement of a possible cause
For the terms of reporting complaints user refers to article, paragraph 1 and 2.
The goods have to be kept in the same condition as the other party received them.
16.2 A complaint with regard to part of the goods delivered cannot lead to a disapproval of the complete delivery.
16.3 After the terms stated in article, paragraph 1 and 2 have expired it is supposed that the other party has approved of the goods delivered. After that claims are not dealt with anymore by the user.
Article 17. Disputes, suitable law
17.1 Only the Dutch law is applicable to agreements with the user, unless with export it is agreed upon in a different way.
17.2 All the disputes concerning the realization, the explanation or the execution or agreements which have resulted from agreements will be adjudicated by the authorized judge in Groningen in the first instance.
17.3 Parties can put their dispute before an arbitration committee with deliberation. This verdict will be accepted by both parties as being definite.
