Our General Conditions have been drawn up in the Dutch language and the Dutch language version is the only authentic text. Translations of legal documents often give rise to misunderstandings given that the language and legal systems do not correlate on a 1:1 basis and it is therefore not only very difficult, but practically impossible to lay down the correct legal meaning in another language.
We have therefore chosen to publish the Dutch version of our General Conditions, but to provide you with a summary/explanation in English so that you can be generally informed of what is included in the agreement we have made and what your and our rights and obligations are. This enables you to ask specific questions about the Dutch text if you think there is reason to do so. The article numbers correspond with the Dutch article numbers.
SUMMARY / EXPLANATION
Article 1.1. All agreements concluded with B&B Fabrics B.V. or with associated companies are governed by the General Conditions. In the conditions, B&B Fabrics is referred to as “B&B” and its contracting party is referred to as “the contracting party”.
Article 1.2. Once a company has accepted these conditions for a particular order, they will apply for subsequent orders, unless they are expressly rejected when placing a subsequent order.
Article 1.3. B&B rejects all other conditions of the contracting party. Such conditions can only apply if accepted by B&B in writing and they will only then apply for that particular agreement.
Article 2.1. All offers are without obligation, unless agreed otherwise.
Article 2.2. B&B may cancel any agreement it has concluded within 10 days, without any obligation to state a reason, by means of a written notice to the contracting party, without any obligation to pay any compensation whatsoever or make any delivery.
Article 2.3. B&B may make changes to agreements after they have been concluded if this is justified by commercial, technical or customary reasons. B&B also has the right to refrain from delivering certain goods for such reasons.
Article 3.1. The goods are deemed to have been delivered:
A. If they are picked up by or on behalf of the contracting party: At the time the contracting party or the third party acting for it has received the goods;
B. If the goods are transported by B&B: Upon the first offering or delivery of the goods at the premises of the contracting party or the address it has stated.
Article 3.2. The risk for the goods lie with the contracting party from the moment of delivery.
Article 3.3. All prices stated by B&B relate to the purchase and sale of the goods described, excluding all additional costs, taxes and levies, excluding BTW (“VAT”) and transport costs in particular. If the price is stated expressly as “Franco home” the transport costs to the delivery address are for the account of B&B. In all other cases, the transport costs are for the account of the contracting party.
Article 3.4. If goods are sent for the account of B&B, these will be carried as freight or consignment goods. If the contracting party wishes to have them sent by express service or as a priority dispatch or by special means of transport, then the additional costs will be for its account.
Article 3.5. It is permitted to deliver goods in batches, unless the contrary has been expressly agreed upon.
Article 3.6. B&B is entitled to deliver during a term of 20 working days after the delivery date, except for orders which are marked “fixed” or “urgent”.
Article 4.1. Claims must be submitted within 10 working days of receipt of the goods, in writing and with a clear description, and provided that the goods are in the same original condition in which they were delivered. It is not possible to submit claims after 10 days following receipt.
Article 4.2. Slight deviations in quality, colour, size, finish, design, quantity and the like which are deemed acceptable in the trade or are technically unavoidable cannot constitute grounds for the contracting party to make a claim.
Article 4.3. B&B may deliver up to 10% more or less of the articles ordered by the contracting party. If the goods have been specially produced for the contracting party, a deviation of 20% applies. The contracting party must pay for any additional delivery and the costs of any short delivery deadline will be credited.
Article 4.4. In the event of justified complaints, B&B may choose to credit (part of) the goods within a reasonable term, whereby the agreement will be deemed to have been annulled, without any obligation of B&B to pay any payment besides the credit or to repair, or replace goods, as B&B shall decide.
Article 5.1. If the agreed payment date is transgressed, any discount claim shall lapse, and the contracting party will owe B&B interest on account of late payment of 10% per year on the amount owed.
Article 5.2. The contracting party will owe extra-judicial costs of recovery amounting to 15% of the amount in arrears, with a minimum of EUR 125.00 per invoice. This does not include any court costs a court may impose if a claim is submitted to a court.
Article 6.1. B&B is entitled to dissolve all orders without court intervention, or to demand payment in advance for deliveries which have not yet been made, or to postpone delivery, as it may choose, in whole or in part, if:
A. It is unable to cover the credit risks with its insurer;
B. The contracting party has not paid due invoices from B&B or its financial position or the confidence B&B has in it have worsened since the orders were placed and before they have been completed.
Article 6.2. If B&B wishes to dissolve an order on the grounds of article 6.1., it must inform the contracting party who will have a term of 5 working days to pay for the order in advance, or to provide security to the satisfaction of B&B.
Article 7.1. All goods delivered by B&B, whether paid or unpaid, remain the property of B&B until payment of all bills has taken place and until all other obligations of the contracting party have been fulfilled. As long as B&B has any amount due to it, it is entitled to take possession of the goods and the contracting party may not transfer any goods belonging to B&B (not even as security) or give them in consignment to third parties. For goods which are retracted under this article, the contracting party will be credited for the B-to-B market value of those goods on the day of repossession. This value will be determined partly by their condition, the degree to which they are still in fashion, their season dependability and the market situation at that time, which shall be at the sole discretion of B&B.
Article 7.2. A contracting party may agree with a third party that it will pay the purchase price for it and will thereby receive the respective claim on B&B (“subrogation”). In the case of payment by a third party, the reservation of ownership will not lapse.
Article 7.3. In the event of subrogation referred to in article 7.2. B&B will deliver the ownership of the goods to the third party. From that moment, the contracting party will hold the goods on behalf of the subrogated third party if this latter party declares in writing that it will assume the obligations of the contracting party as its own and B&B agrees in writing. As long as a third party has not complied in full with an agreement, B&B will remain entitled to bring claims against the contracting party.
Article 7.4. The contracting party and the subrogated third party are obliged to store and insure the goods delivered to them under reservation of ownership in an expert and safe manner and for a value of at least the amount claimed by B&B plus 30% extra for interest and costs, and to show B&B a copy of the insurance policy at its request. Non-compliance with this obligation will give B&B the right to take possession of the goods and the contracting party and the subrogated third party will be obliged to make actual delivery of the goods at their expense to the address of B&B.
Article 8.1. B&B and/or the contracting party will immediately warn each other if a case of force majeure occurs.
Article 8.2. An inability to pay on the side of the contracting party, for whatever reason, cannot constitute a reason to invoke force majeure.
Article 8.3. In the event of force majeure on the side of B&B, the contracting party cannot claim any compensation of damages.
Article 8.4. In the event of force majeure, the parties must make arrangements for the further implementation of the agreement. Force majeure on the side of the contracting party may never lead to a postponement of its obligations for longer than 8 weeks.
Article 9.1. The contractual or non-contractual liability on the part of B&B towards the contracting party is limited at all times to the amount covered by an insurance policy it has included.
Article 9.2. If an insurance is not paid out, for whatever reason, the contractual or non-contractual liability of B&B towards the contracting party will never amount to more than the sum of the invoice(s) for which a claim is submitted. In any event, B&B is only liable for direct damages and never for indirect or consequential damages.
Article 10.1. B&B adopts the stance that it is the owner of all intellectual property rights to the products it has offered and/or delivered or that it has a licence from another entitled party to market the products. However, B&B cannot guarantee that third parties will never make a claim based on such rights and act against (further) sales of the products. If a third party objects to the sale of products delivered by B&B on the grounds of an alleged intellectual property right, the contracting party will immediately inform B&B, with a copy of all relevant correspondence and documents. B&B will notify the contracting party within 10 working days of the action it wishes to take in this regard. If B&B so requires, the contracting party will immediately cease sales of the product concerned and send all stock back to B&B. Until the dispute has been settled, B&B will store the products and decide on their destination after the problem has been decided on. In the meantime, B&B and the contracting party will make reasonable agreements on the financial consequences of such an action, which will be limited to repayment of a maximum of the amounts paid by the contracting party for the returned goods. The contracting party may not litigate itself in terms of these rights, nor can it make any material comments to the alleged owner in this regard.
Article 10.2. B&B reserves all rights to the goods it has delivered. The delivery of a product only includes the right to sell the number of items purchased via ordinary trade channels. The design may not be copied in order to put additional copies of the product on the market.
Article 11.1. To the extent that B&B deals with consumers or sells products online of which the sale and delivery are governed by specific (consumer) legislation, then, in addition to these conditions, the conditions published on the website of B&B will apply, which the consumer accepts through acceptance of these General Conditions. A business customer may never invoke the conditions which have been specifically written for the protection of consumers.
Article 12.1. To the extent that B&B acts as principal or purchasing party, the following agreements will apply, which the contracting party accepts:
A. B&B rejects any applicability of any and all conditions, including general conditions, of the contracting part;
B. All rights, including copyrights and design rights, which arise in products which are designed/manufactured under instructions from B&B will accrue exclusively to B&B. If an action by the contracting party is necessary for this, such as the signature of a deed of assignment, the contracting party undertakes without reservation to carry out such action;
C. B&B is not limited to any term whatsoever when submitting claims or shortcomings in the delivered products or services. The contracting party is fully liable for all direct and indirect damages suffered by B&B as a result of such shortcomings.
Article 13.1. This agreement and all disputes connected with it will be subject to Dutch law with the exclusion of the applicability of the Vienna Purchasing Treaty (Weens Koopverdrag). All disputes with regard to agreements between the parties or further agreements which are concluded later, or which may flow from them or from any present or future legal relationship will be settled by the District Court in East Brabant, unless obligatory rules prevent this. B&B may, however, summon the contracting party to stand before the court of its place of establishment or residence, whether or not under the application of the laws of the country in which the contracting party resides or is established.
April 30, 2019 | Date of deposit Chamber of Commerce the Netherlands