Algemene Voorwaarden14 september 2022 2022-11-16 10:45
Article 1. Definitions
In these general conditions, the terms below are defined as follows: Contractor/Seller: Tapis Petit B.V., with its registered office at Markdal 11, 4851 EH te Ulvenhout (Chamber of Commerce no.:82881987), also referred to below as ‘Tapis Petit’.
- Client: any natural person or legal entity acting in the capacity of a business operator to whom/which Tapis Petit supplies of provides products, for whom/which Tapis Petit performs services, with whom/which Tapis Petit enters into a purchase agreement, sales agreement for services, or with whom/which Tapis Petit is in negotiations to conclude a purchase agreement, sales agreement or agreement for services.
- Agreement: any purchase agreement, sales agreement or agreement of services between Tapis Petit and the Client, any amendment or addition to that agreement, and all legal acts to prepare for and perform that agreement.
- Products: all goods that Tapis Petit offers to the Client under a purchase agreement, for the purpose of providing services or otherwise.
- Services: all activities, in whatever form and however named, performed by or on behalf of Tapis Petit in connection with the Products or otherwise.
- Order: any assignment from the Client, in whatever form.
Article 2. Applicability
- 2. 1 These general conditions apply to all Tapis Petit’s offers (and other legal acts) and to all agreement that Tapis Petit will conclude with the Client.
- 2.2 Tapis Petit expressly rejects the applicability of any general conditions of the Client.
- 2.3 Amendments and additions to any provision of the agreement and/or these general conditions can only be agreed in writing, in which case the other provisions will remain in fully effect. If an amendment and/or addition is agreed, this will apply only to the agreement in question, unless expressly agreed otherwise.
- 2.4 Accepting an offer or placing an order implies that the Client fully and unreservedly accepts the applicability of these general conditions.
Article 3. Offer, information and concluding the agreement
- 3.1 All offers are without obligation. Tapis Petit is bound only once it has accepted an order in writing or otherwise confirmed its agreement. Unless expressly agreed otherwise, Tapis Petit may refuse orders, or set certain conditions for delivery.
- 3.2 If the Client’s acceptance differs from the proposal included in the offer, even on apparently minor points, Tapis Petit is not bound by that acceptance. The agreement is then not concluded in accordance with this different acceptance, unless Tapis petit stated otherwise.
- 3.3 For first time Clients of Tapis Petit, the minimum order value is € 400,-.
- 3.4 Although Tapis Petit specifies all numbers, measurements, weight and/or other details of the Products carefully, it cannot warrant that variations will not occur. Should variations nevertheless occur with regard to the delivered Products, the Client will purchase the additional Products required under the same conditions and for the same prices. Drawings or designs that Tapis Petit shows or provides are only indicative of the Products in question. If the Client demonstrates that the Products delivered vary from Tapis Petit’s specifications, such as they can no longer reasonably be required to purchase them, the Client may terminate the agreement in so far as that termination is reasonably necessary.
- 3.5 The images, drawings and similar items that Tapis Petit provides remain its property and may not be copied or reproduces without its express permission or made available to third parties.
Article 4. Client’s obligations
- 4.1 The Client must promptly provide Tapis Petit with all information that Tapis Petit believes it requires to perform the agreement properly. The information provided by the Client will serve as a starting point for concluding the agreement. The Client warrants the accuracy, completeness and reliability of the information provided to Tapis Petit, even if it comes from third parties.
- 4.2 Unless agreed otherwise in writing, the Client may not sell Tapis Petit’s Products through third parties and/or platforms (online or otherwise). The Client may sell Tapis Petit Products only as part of their own, normal business operations, online through their own website, clearly stating in the domain name and on the website that the Client is offering the product for sale.
Article 5. Performing the agreement in phases and cancellation
- 5.1 If it is agreed that the agreement will be performed in phases, Tapis Petit may, – if applicable – suspend performing those parts belonging to a subsequent phase, or making partial deliveries, until the Client has fulfilled their total payment obligation towards Tapis Petit.
- 5.2 If the Client wishes to cancel (give notice of termination of) the delivery of Products, this can be done by e-mail up to two (2) days before shipping the Products.
- 5.3 By way of exception to Article 5.2, the Client may not cancel pre-orders and/or the delivery of customized Products, such as Products made especially for the Client in numbers or otherwise, which determination is at Tapis Petit’s sole discretion.
Article 6. Deadlines, delivery and delivery periods
- 6.1 The deadlines of delivery periods that Tapis Petit gives to the Client for performing the agreement are indicative only and not to be regarded as strict deadlines, even if they are final dates.
- 6.2 If any period specified by Tapis Petit is exceeded, Tapis Petit is in default only after the Client has given it a written notice of default and a reasonable period in which to still fulfil its obligations towards the Client.
- 6.3 If Products can be delivered from stock, they will be shipped as soon as possible after the order is placed. Tapis Petit will ship the Products by those means of transport and in the manner that Tapis Petit considers most suitable.
- 6.4 Depending on the value of the order, and/or to which country the Products need to be delivered, Tapis Petit may charge shipping costs, taxes and/or import duties, for sending ordered Products. Ordered Products are delivered to the delivery address known to Tapis Petit.
- 6.5 The most recent version of the Incoterms applies to our transports.
- 6.6 If the Products cannot be delivered on the agreed delivery date for a reason attributable to the Client, the Client is responsible for the additional costs incurred. If the Client wishes to change the delivery date, this can be done free of charge up to two (2) days in advance, after which Tapis Petit can charge costs.
- 6.7 If the Client refuses to accept delivery or fails to provide proper information or instructions needed for delivery, the Products will be stored at the Client’s expense and risk.
- 6.8 If the Client observes visible damage during or immediately after the delivery of the Products that has been, or probably has been, caused by or during the transport of the Products, they must report this damage to Tapis Petit within twenty-four (24) hours of delivery, both by e-mail and registered post. Given the nature of this damage, Tapis Petit will not deal with reports of visible damage caused by or during transport more than twenty-four (24) hours after the Products have been delivered. The Client then cannot recover this damage from Tapis Petit and no other action can be taken against Tapis Petit.
Article 7. Price, costs and rates
- 7.1 Tapis Petit’s quoted prices and costs exclude turnover tax, duties and any other government levies. The prices and rates apply to the agreement mentioned in the order confirmation/offer in accordance with the stated specifications and the specified period(s).
- 7.2 Tapis Petit may always charge the Client all price-increasing factors that arise after it submits its offer or concludes the agreement.
- 7.3 Tapis Petit must inform the Client in writing of its intension to increase the prices of the Products, stating the extent of the price increase and the date on which it will take effect.
Article 8. Warranty
- 8.1 Tapis Petit offers no more extensive warranty on delivered Products than the warranty conditions of the manufacturer of the Products, without this affecting the Client’s rights arising from mandatory statutory provisions.
- 8.2 The Client must inspect the delivered Products immediately upon receipt. If it appears that the delivered Products are incorrect, faulty or incomplete, the Client must immediately report these defects in detail and in writing to Tapis Petit before returning it. The Client must report any defects or incorrectly delivered Products in writing to Tapis Petit within eight (8) days of delivery. The Products must be returned in their original packaging and in their new condition. If the Products are put to use, damaged, encumbered and/or resold after defects are discovered, this right to complain and return them ceases to apply in full.
- 8.3. If Tapis Petit finds the Client’s complaints to be valid, it must, as its discretion, either replace the delivered Products free of charge, or agree on compensation with the Client in writing, subject to the limitations on its liability under the provisions of Article 12.
Article 9. Packaging
- 9.1 Tapis Petit has the right to pass on the used packaging to the Client.
- 9.2 Euro pallets are exchanged and in case the Client does not supply Euro pallets, Tapis Petit has the right to charge the costs for the Euro pallets.
Article 10. Payment and Security
- 10.1 Client’s first order must be paid up front. For the following orders, the Client must pay within thirty (30) days of the invoice date in the manner that Tapis Petit has specified on the invoice.
- 10.2 All payment terms are to be regarded as strict deadlines, unless expressly agreed otherwise in writing.
- 10.3 Objections to the invoices sent by Tapis Petit to the Client do not suspend the Client’s payment obligation.
- 10.4 If the Client fails to pay, fails to pay on time or fails to pay in full, they will be liable, with no prior notice of default, to pay statutory commercial interest on the outstanding invoice amount. For this purpose, part of a month counts as a whole month.
- 10.5 If the Client fails to comply with their obligations on time, extrajudicial collection costs will be calculated under the Extrajudicial Collection Costs (Fees) Decree 2012 (Besluit vergoeding voor buitengerechtelijke incassokosten 2012), without prejudice to Tapis Petit’s other rights, such as those to compensation or specific performance.
Article 11. Claims/complaints
- 11.1 The Client must report complaints about the Products delivered within eight (8) days of delivery in writing to Tapis Petit. The notice of default must contain as detailed a description as possible of the defect(s) so Tapis Petit can respond adequately.
- 11.2 Complaints about Tapis Petit’s performance of the agreement do not entitle the Client to suspend their payment obligations towards Tapis Petit.
- 11.3 If the Client is or remains of the opinion that Tapis Petit has not performed the agreement punctually, completely or properly, the must notify Tapis Petit immediately in accordance with the provisions of paragraph 1, in writing and by registered letter, and institute the claims based on their complaints within twelve (12) months of the date of that notice, by means of a summons, failing which all their rights and claims in this respect will cease to apply upon expiry of this period.
- 11.3 Once delivered, Tapis Petit does not accept returned Products and the Client cannot return them to Tapis Petit, except in cases in which these general conditions stipulate otherwise, and the Client also cannot claim repayment of the purchase price or other full or partial compensation from Tapis Petit.
Article 12. Liability
- 12.1 Tapis Petit is liable for damage that the Client suffers only in so far as such damage is covered by its liability insurance.
- 12.2 Unless Tapis Petit has acted with intent or equivalent gross negligence, it is not liable for any damage, of any nature and/or extent, that the Client or third parties suffer now or in the future, relating to or arising from performing the agreement, including damage to products owned by the Client or third parties, and indirect damage, including trading losses, consequential damage, lost profits, lost savings and loss due to business interruption.
- 12.3 Tapis Petit is never liable toward the Client for damage and/or costs, of any nature and/or extent, in any way relating to or arising from acts, omissions, errors and/or the quality of work delivered by third parties whom/which Tapis Petit has hired while performing the agreement, unless such damage has also been caused by Tapis Petit’s intent or equivalent gross negligence.
- 12.4 If and in so for as Tapis Petit has any liability towards the Client in any capacity and/or for any reason, despite the provisions of the previous paragraphs, this liability is capped at the amount paid by Tapis Petit’s insurance. This applies unless Tapis Petit has acted with intent or equivalent gross negligence. A series of related loss events/incidents is considered as one loss event/incident for this purpose.
- 12.5 The Client indemnifies Tapis Petit against all third-party claims for damage relating to agreements that Tapis Petit has performed or Products it has delivered, unless it is established by laws that these claims are a result of Tapis Petit’s intent or equivalent gross negligence and the Client also demonstrates that they are not at fault.
Article 13. Force majeure
- 13.1 For the purpose of these general conditions, and in addition to what is understood by the term in legislation and case law, force majeure means all external causes, foreseeable or unforeseeable, over which Tapis Petit has no control, but which prevent Tapis Petit form fully or partially fulfilling its obligations. These include but are not limited to fires, accidents, illness, epidemics, pandemics, quarantines, strikes, riots, war, government measures, extensive power cuts, transportation restrictions and threats of terrorism.
- 13.2 If the force majeure is permanent, Tapis Petit has the right to terminate the agreement with the Client by means of a written statement without judicial intervention. In that case, Tapis Petit is not liable for damage of any nature and extent suffered by the Client.
- 13.3 If the force of majeure is temporary, Tapis Petit may extend the periods within which the agreement must be performed by the time the temporary force majeure lasts.
- 13.4 If Tapis Petit has already partially fulfilled its obligations or can only partially fulfil its obligations when force of majeure starts, it may invoice the part of the agreement it has already performed or will perform separately.
Article 14. Retention of title
- 14.1 Despite physical delivery or handover, ownership of the Products passes to the Client only after they have fully paid all that they owe or will owe Tapis Petit under the agreement and/or these general conditions, including the purchase/contract price, any surcharges, interest, taxes and costs payable under these general conditions or the agreement, and any Services performed or to be performed under such an agreement.
- 14.2 Any amount received form the Client will first be used to settle those claims that Tapis Petit has against the Client for which is has retained not title in paragraph 1.
- 14.3 Any further amount received form the Client will first be used to pay any interest and costs as referred to in Article 10, paragraphs 4 and 5.
- 14.4 Before ownership of the Products passes to the Client, the Client may not rent or give the Products in use to third parties, pledge them to third parties, or otherwise encumber them for the benefit of third parties.
- 14.5 The Client may sell or deliver Products still owned by Tapis petit to third parties, only in so far as this is a necessary part of the Client’s normal business operations.
- 14.6 The Client must keep the Products delivered under retention of title carefully and in their proper condition, independently identifiable and recognizable as Tapis Petit’s property and insure them against risks such as fire, explosion, damage and theft. Immediately on Tapis Petit’s request, the Client must assign all rights against the insurers in this regard to Tapis Petit.
- 14.7 If and so long as Tapis Petit owns the Products, the Client must immediately notify Tapis Petit in writing if any part of the Products is lost or damaged, if the products are attached and/or if any other claim is made against the Products or any part of them.
- 14.8 The Client must also advise Tapis Petit immediately on request where the Products that Tapis Petit owns are located.
- 14.9 If the Products are attached or if the Client is granted a full or partial moratorium on the payment of debts, declared bankrupt or put into liquidations, the Client must immediately inform the bailiff levying the attachment, the administrator, receiver or liquidator of Tapis Petit’s ownership and other rights.
Article 15. Intellectual property rights and confidentiality
- 15.1 Unless expressly agreed otherwise in writing, the full copyrights and all other intellectual property rights relating to the Products or Services supplied by Tapis Petit, such as copyrights, trademark rights, design right and so on, vest exclusively in Tapis Petit and/or its suppliers.
- 15.2 No intellectual property rights shall be transferred to the Client by virtue of any Agreement or similar document, even if the Products have been designed, developed and/or manufactured specifically for the Client.
- 15.3 The Client shall immediately inform Tapis Petit in writing if it becomes aware that a third party infringes or threatens to infringe any Intellectual Property Right of Tapis Petit.
- 15.4 Tapis Petit and the Client undertake to adopt appropriate measures to ensure secrecy with respect to each other’s confidential information that they become aware of while performing the agreement.
Article 16. Suspension and termination
- 16.1 If the Client fails to fulfil one or more of their obligations (including payment obligations) towards Tapis Petit, Tapis Petit may – without prejudice to all its other rights – suspend fulfilling its obligations towards the Client until the Client has fully fulfilled their obligations towards Tapis Petit.
- 16.2 Besides all its other rights, Tapis Petit, may terminate the agreement concluded with the Client, with no prior notice of default, further notice of default or judicial intervention, by means of a written extrajudicial statement of termination, if:
- a) there is a permanent force of majeure, as referred in Article 11 of these general conditions;
- b) the Client is granted a full or provisional moratorium on the payment of debts, a creditors petitions for the Client’s bankruptcy or liquidation, the Client’s petition for their own bankruptcy or liquidation, the Client offers their creditors a private composition or convenes a meeting of creditors for the purpose, or if application of the Debt Restructuring (Natural Persons) Act (Wet schuldsanering natuurlijke personen) is requested or granted with regard to the Client;
- c) the Client’s business is liquidated and/or the Client’s business activities are actually discontinued or moved to a location in another country.
Article 17. Partial Invalidity
- 17.1 If any provision of these general conditions is not applicable or is contrary to public order
or the law, only that provision will be considered unwritten and the other general
conditions will remain fully in effect.
- 17.1 If any provision of these general conditions is not applicable or is contrary to public order
Article 18. Applicable law and competent court
- 18.1 Only Dutch law applies to all legal relationships between Tapis Petit and the Client, including Tapis Petit’s offers and quotations.
- 18.2 All disputes arising from or related to the legal relationship between Tapis Petit and the Client, to which these general conditions apply, will be submitted exclusively to the competent court in the judicial district in which Tapis Petit’s registered office is located, unless mandatory legal provisions dictate otherwise.