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Terms of delivery

General terms and conditions of delivery

General terms and conditions of delivery

General terms and conditions of delivery of Deli Home Netherlands B.V. based and with its registered office in Gorinchem.

These general terms and conditions were filed on 24 April 2017 at the district court registry in Dordrecht/at the Chamber of Commerce Central Netherlands office under number 23038638.

Article 1. General information

  1. All our offers, agreements and their implementation are governed exclusively by these terms and conditions. Any deviations shall be expressly agreed with us in writing.
  2. In these terms and conditions, "the other party" means any (legal) person who has entered into, or wishes to enter into, an agreement with our company and, apart from this person, their representative(s), authorised representatives, assignee(s) and heirs.

Article 2. Offers

  1. All offers we make, in any form, are non-binding unless expressly stated otherwise.
  2. Subject to the provisions below, an agreement with us shall only come into effect after we have accepted or confirmed an order in writing. The order confirmation is deemed to accurately and fully reflect the agreement, unless the other party has immediately protested against it in writing.
  3. Any subsequent additional agreements or amendments shall only be binding on us if confirmed by us in writing.
  4. For transactions for which, according to their nature and scope, no offer or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and in full unless a complaint is lodged within three working days.
  5. We enter into every agreement under the suspensive condition that the other party is sufficiently creditworthy, solely at our discretion, for the financial fulfilment of the agreement.
  6. We are authorised, if we deem it necessary or desirable for the correct execution of the order given to us, to engage third parties in the execution of the agreement. The costs of these third parties shall be charged to the client in accordance with the quotations provided.

Article 3. Price

  1. The prices quoted by us in our offers are in Dutch currency and do not include VAT..
  2. In case of assignments or orders to us involving foreign currency, only the exchange rate of the foreign currency involved as of the date on which we sent the written confirmation of the assignment or order shall apply to settlement in Dutch currency unless otherwise agreed in writing.
  3. We are entitled to increase the agreed price at any time if and to the extent that the period between the date of the offer and the date of the conclusion of the agreement exceeds a period of 60 days and wages, prices of materials, etc., have changed during that period. If the price increase exceeds 10%, the client shall be entitled to dissolve the agreement insofar as the items for which the price has increased are concerned. Such dissolution requires a written communication from the client, to be received by us within 8 days after we notified the client of the price increase.

Article 4. Payment

  1. Payment by the client shall be made within 30 days of the invoice date. Payment shall be made in the manner indicated on the invoice. We are entitled to increase the invoice amount by a 1% credit limitation surcharge. If payment is made within 30 days, the client is entitled to deduct this credit limitation.
  2. All payments by the client shall be made without the right of suspension, set-off or compensation.
  3. Payments made by the client shall always serve first to settle all interest and costs due and secondly, payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
  4. In transactions, orders or agreements between us and two or more clients, these clients are each jointly and severally liable for the full execution of what has been agreed by them or one of them with us.
  5. If the client is in default of one or more of their obligations towards us, the client shall bear all judicial and extrajudicial costs to be incurred. The extrajudicial collection costs shall be at least 15% of the amount owed by the other party including the aforementioned interest, with a minimum of €45.38, excluding VAT.

Article 5. Quality

  1. Samples, examples, models, catalogues, illustrations, etc. shown and provided by us shall be deemed to have been shown or provided by way of indication and/or clarification only. The qualities of the goods to be delivered may differ from the samples, examples, models or images. Statements of dimensions, quality, etc. are approximate only unless expressly stated otherwise in writing. We are authorised to deliver items that differ from the items described in the agreement in those respects.
  2. We never accept responsibility for a design prepared by or on behalf of the client nor for any advice given in response to that design. The functional suitability of the materials the client prescribes is the client's responsibility. Functional suitability means the suitability of the material or component for the purpose for which it is intended according to the client's design.

Article 6. Delivery

  1. Goods are always loaded, transported and unloaded at the client's expense and risk, even if they are return shipments.
  2. The client is obliged to take delivery of the goods to be delivered to them by us at the time they are delivered to them or at the time they are made available to them in accordance with the agreement. If the client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the items shall be stored at the client's expense and risk.
  3. The client is obliged to check the delivered goods and/or the packaging for any shortfalls and/or damage immediately upon delivery, or to carry out this check after notification from us that the goods are at the client's disposal. In case of any shortfalls and/or damage to the delivered goods and/or the packaging present upon delivery, the client shall immediately state this on the delivery note, the invoice and/or the transport documents, failing which the client shall be deemed to have approved what has been delivered. In that case, we shall no longer accept any complaints in this respect.
  4. If we so wish, the client is obliged to give us the opportunity to verify the merits of the complaint, if we so wish by an expert to be appointed by us, failing which any right to complain and any liability on our part shall lapse.
  5. We are entitled to deliver in parts (partial deliveries). We may invoice partial deliveries separately.
  6. Any indication of the delivery time is always approximate, unless expressly agreed otherwise in writing.
  7. We are always, and at our sole discretion, entitled to require what we deem to be adequate security for the fulfilment of the client's payment obligations before delivering or proceeding with delivery or fulfilling the order. Refusal by the client to provide the requested security entitles us to suspend further execution of the agreement or to regard the agreement as dissolved without prejudice to our right to compensation of expenses and loss of profit and without being obliged to compensate any damage suffered by the client.

Article 7. Retention of title

  1. We retain ownership of all goods delivered until the client has paid in time all our claims relating to the consideration for goods delivered or to be delivered by us to the client under the terms of an agreement, or work carried out or to be carried out for the client under the terms of such an agreement, as well as claims due to failure on the part of the client to comply with such agreements.
  2. In case of suspension of payments, bankruptcy, suspension of payments, liquidation of the client, if the client does not comply with any of their obligations under the law or these terms and conditions, or death if the client is a natural person, we are entitled to cancel all or part of the agreement without notice of default or judicial intervention and to reclaim the unpaid part of the delivered goods. Cancellation and return do not affect our right to compensation for loss or damage. In these cases, any claim by us against the client shall be immediately and fully due and payable.
  3. The goods may be resold or used by the client in the normal course of business, but may not be pledged or serve as security for a third-party claim.
  4. If the client fails to comply with their obligations or if there is a well-founded fear that they will not do so, we shall be entitled to remove or have removed from the client's premises or from third parties holding those items for the client the delivered items subject to retention of title. The client is obliged to provide all cooperation to this end on penalty of a fine of 10% of the amount owed by them to us per day.
  5. As security for correct payment of all our claims, for whatever reason, we also acquire a non-possessory pledge – by the occurrence of the claim – on all those goods in which the substances delivered by us have been processed, or of which they form part. The assignment signed by the client and the subsequent written acceptance on our part shall count as a private deed as referred to in the law.

Article 8. Intellectual property

  1. The client shall indemnify us against any claims to be enforced against us for infringement of patent, trademark or right of use, right to trade models or any other third-party right, if such a claim arises from drawings, samples, models or other instructions provided to us by the client for the manufacture of the product ordered by the client. If a third party objects to the manufacture of the product in question on the grounds of such an infringement, we shall be entitled without further ado to cease further deliveries and to cancel agreements in this regard, as well as to demand reimbursement from the client for costs incurred by us, without prejudice to our claims for further compensation without ourselves being liable to the client for any compensation.
  2. All images, texts, drawings, sketches, diagrams, samples, models, etc. made by us and/or provided to the client, and all intellectual property rights relating thereto, remain our property or that of our suppliers and may not be copied, used or made available or shown to third parties without our written consent. They shall be returned to us immediately upon first request.

Article 9. Liability

  1. If we resell goods or services from third parties, no more guarantee is given by us to the client than has been obtained by us from our supplier.
  2. Quality complaints or deviations from specifications shall be submitted to us in writing as soon as possible, but no later than 5 working days after receipt by the client. After expiry of this period, such complaints shall not be considered. The client no longer has a right to complain when the goods they purchased have been processed in any way if there was no reason to submit a quality or specification complaint before the processing.
  3. Complaints shall not entitle the client to suspend payment, while set-off is expressly excluded.
  4. If the complaint is well-founded, we shall, at our discretion, either pay fair compensation of no more than the invoice value of the part of the delivered goods complained about or replace the goods after returning the originally delivered goods. Except for intent and gross negligence on our part or our executive employees, we shall never be obliged to pay further compensation.
  5. Indirect damage, in any case including costs of disassembly and reassembly, loss of profit, fines and lost turnover, shall never be eligible for compensation.

Article 10. Force majeure

  1. Circumstances beyond our will and control, which are of such a nature that fulfilment or further fulfilment of the agreement cannot reasonably be required of us, such as ice, special weather conditions, strikes of any kind, including strikes at our company, at our subcontractors or at transport companies working for us, a general lack of necessary goods or services, unforeseeable stagnation at suppliers or other third parties on which we depend and general transport problems, government measures, supply delays, export bans, war, mobilisation, transport impediments, including lack or withdrawal of transport possibilities, export impediments, import impediments and all other circumstances that seriously impede compliance with the agreement, shall count as force majeure.
  2. In the event of force majeure, we are entitled, at our discretion, either to extend the delivery time by the duration of the hindrance but for a maximum period of 6 months, or to cancel the purchase without being liable for compensation and insofar as it is affected by the hindrance. If the client requests us to do so in writing, we are obliged to pronounce their choice within five working days.

Article 11. Applicable law and choice of forum

  1. All our offers, agreements and the execution thereof are governed exclusively by Dutch law. The applicability of the UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded.
  2. All disputes arising between us and the client regarding any transaction or agreement shall, in the first instance, be adjudicated by the competent court in the district where our office is located or in the district where our counsel has their office, subject to our authority to apply the ordinary rules of jurisdiction.

Article 12. Modification of the general terms and conditions

  1. We are authorised to make amendments to these terms and conditions. The amendments shall take effect at the announced time of entry into force. If no time of entry into force has been communicated, changes shall take effect vis-à-vis the client as soon as they have been informed of the change.
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