Terms and Conditions for Businesses
Article 1 - Definitions and applicability
- In these conditions, the following definitions apply:
- Buyer: any natural or legal person who is registered with the trade register of the Chamber of Commerce in their respective country and who has a business account created at Bamboo Import Europe BV and with whom Bamboo Import Europe BV enters into an agreement or to whom Bamboo Import Europe BV and its affiliated companies make an offer;
- Day: calendar day;
- Entrepreneur: the private company Bamboo Import Europe BV, established at Biesland 28, 1948 RJ Beverwijk, operating in the Netherlands under VAT number: NL8560.37.369.B01 and Chamber of Commerce 65249763.
- Agreement: any agreement between supplier and buyer, any amendment or addition thereto, and all (legal acts in preparation and implementation of that agreement);
- Product: each under the agreement offered by supplier to deliver or delivered goods or on the basis of prevailing opinion equivalent product.
- Conditions: these general conditions.
- These conditions apply to any tender offer and agreement between entrepreneur and a buyer, if the parties have not deviated from these conditions explicitly and in writing.
- The applicability of any purchase or other conditions of the buyer is explicitly rejected.
- If one or more provisions in these terms and conditions are at any time wholly or partially void or destroyed, then the remainder in these conditions remain fully applicable. Entrepreneur and buyer will enter into negotiations to agree new provisions to replace the invalid provisions, as much as possible is taken into account the purpose of the original provisions.
- If uncertainty exists regarding the interpretation of one or more provisions of these terms, then the explanation should take place in the spirit of these provisions.
- If a situation arises between the parties that is not regulated in these conditions, then this situation must be assessed in the spirit of these conditions.
- If the entrepreneur does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the entrepreneur would in any way lose the right to demand strict compliance with these conditions in other cases.
Article 2 - The offer
- Any offer of the entrepreneur on the website is non-binding.
- Obvious mistakes or errors in the offer do not bind the entrepreneur.
- Each offer contains such information that is clear to the buyer what rights and obligations are involved in accepting the offer. This concerns in particular:
- the price does not include VAT, unless otherwise agreed; with the exception of CIF, FOB or EX Works;
- any costs of delivery;
- how the agreement will be achieved and what actions they require;
- the method of payment, delivery or execution of the agreement;
- the period for accepting the offer or the period for adhering to the price.
Article 3 - Bulk orders and quotations
- This article is solely applicable if the buyer wants to order a larger quantity of a single product called bulk orders.
- If the buyer wants to order a large quantity of one item, the entrepreneur can, at the request of the buyer, calculate a discount. Buyer may request information using the quote request form on the discount and delivery of large orders.
- An offer expires if the product to which the offer relates is no longer available in the meantime.
- A requested quote is valid for 14 days after it is issued by the entrepreneur. Within 1 business day after the order confirmation has been received by the entrepreneur, the request will be placed on order.
- The delivery of the products takes place at the place and time at which the products are ready for shipment to the buyer. The entrepreneur strives to deliver the products to the buyer as much as possible in one go. However, it is possible that the order is delivered in multiple deliveries.
- When a buyer orders a large quantity of 1 item, the entrepreneur can not guarantee a delivery time.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation, then the entrepreneur is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the entrepreneur indicates otherwise.
Article 4 - The Agreement
- The agreement is, subject to the provisions of paragraph 2, concluded at the moment of acceptance by the buyer of the offer and the fulfillment of the corresponding conditions.
- If the buyer has accepted the offer electronically, the entrepreneur will immediately confirm electronically the receipt of the acceptance of the offer.
- If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the buyer can pay electronically, the entrepreneur will take appropriate security measures.
- The entrepreneur can - within the law - inform whether the buyer can meet its payment obligations, and of all those facts and factors relevant to a sound conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good reasons not to enter into the agreement, he is entitled to refuse an order or request or to attach special conditions to the execution.
- Each agreement is concluded under the condition precedent of sufficient availability of the products and / or services.
Article 5 - Price
- During the period mentioned in the offer, the prices of the offered products and / or services will not be increased, except for price changes due to changes in VAT rates and customs clearance fees.
- Contrary to the previous paragraph, the entrepreneur can offer products or services whose prices are subject to fluctuations in the financial market and where the entrepreneur has no influence, with variable prices. This link to fluctuations and the fact that any mentioned prices are target prices are stated in the offer.
- Price increases within 3 months after the conclusion of the contract are only permitted if they are the result of statutory regulations or provisions.
- Price increases from 3 months after the conclusion of the contract are only allowed if the entrepreneur has stipulated this and:
- these are the result of statutory regulations or provisions; or
- the buyer has the authority to cancel the agreement on the day on which the price increase takes effect.
- The prices mentioned on the website in the offer of products or services include VAT. The prices of products or services mentioned in the offer are exclusive of VAT. When a foreign European buyer buys a product or service from Bamboo Import Europe BV with his business account, 0% VAT will be charged in connection with intra-Community deliveries on Article 138 EU VAT Directive 2006/112 / EC.
Article 6 - Payment
Unless expressly agreed otherwise and / or in writing, the amounts owed by the buyer must be paid before the delivery of the order.
- If this has been agreed in writing between the parties, the entrepreneur can invoice the buyer on every last day of the month all purchases made in the relevant month. The buyer must pay these invoices within 14 days after the date on the account number specified by the entrepreneur.
- The entrepreneur is entitled to set a maximum of the total amount of the monthly installment payment, this will be made known in writing.
- If a bulk order has been made to which Incoterm applies, then the payment conditions as laid down in the relevant Incoterm apply.
- Entrepreneur has the right to perform a credit check in advance. If a negative judgment follows from this, the entrepreneur is entitled to demand advance payment from the buyer, failing which the entrepreneur will not proceed to delivery. The delivery time will start with such a prepayment at the moment the payment is received by the entrepreneur.
- If the payment term is exceeded, the entrepreneur is entitled to charge a default interest of 1% per month on the outstanding amount, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the buyer is in default until the moment of payment of the full amount due.
- If the buyer is in default or omission in the (timely) fulfillment of his obligations, then the entrepreneur has the right to charge the buyer the reasonable costs incurred in order to obtain satisfaction out of court to the buyer. These collection costs amount to a maximum of: 15% over outstanding amounts up to € 2500, -; 10% over the next € 2500, -; and 5% over the next € 5000, - with a minimum of € 125, -. Bamboo Import Europe BV may deviate from the aforementioned amounts and percentages to the benefit of the buyer.
- The buyer is never entitled to set off the amount owed to him by the entrepreneur.
- Objections against the height of an invoice do not suspend the payment obligation.
- The buyer is obliged to report inaccuracies in the payment details to the entrepreneur immediately.
Article 7 - Reservation of ownership
- All goods delivered by the entrepreneur within the framework of the agreement remain the property of the entrepreneur until the buyer has properly fulfilled all obligations arising from the agreement (s) entered into with the entrepreneur, including the purchase price, any surcharges, interest due under these conditions or the agreement taxes, costs and damages.
- Goods supplied by the entrepreneur that fall under the retention of title pursuant may not be resold and may never be used as a means of payment. The buyer is not authorized to pledge the goods that fall under the retention of title or to encumber them in any other way.
- The buyer must always do everything that can reasonably be expected of him to secure the proprietary rights of the entrepreneur.
- If third parties seize goods delivered under retention of title or wish to establish or assert rights thereon, then the buyer is obliged to inform the entrepreneur immediately.
- In case an entrepreneur wishes to exercise his ownership rights mentioned in this article, the buyer gives unconditional and irrevocable consent in advance to entrepreneur and business owner to designate a third party to enter the places where the property of entrepreneur is located and to take back these items.
Article 8 - Delivery and execution
- The entrepreneur will take the necessary care when receiving and executing orders for products.
- The place of delivery is by default the address of the buyer that is linked to his Chamber of Commerce registration. Only after a verification of the business account has taken place, the buyer can notify the entrepreneur of another place of delivery.
- With due observance of the provisions in article 2 of these general terms and conditions, the entrepreneur will execute accepted orders expeditiously, but within 30 days at the latest, unless a longer delivery period has been agreed. If the delivery is delayed, or if an order can not or only partially be executed, the buyer will receive notification no later than one month after placing the order. In that case, the buyer has the right to dissolve the agreement without any costs.
- In the event of dissolution in accordance with the previous paragraph, the entrepreneur will repay the amount that the buyer has already paid in advance as soon as possible but no later than 30 days after dissolution.
- If delivery of an ordered product proves impossible, the trader will endeavor to provide a replacement product.
- The risk of damage and / or loss of products rests with:
- The entrepreneur in case the goods are delivered on the basis of the CIF (Incoterms 2010) until the moment of delivery to the address in accordance with the address mentioned in paragraph 2.
- The buyer in the event that the goods are made available to the buyer on the basis of EX-WORKS (Incoterms 2010) at the address stated in the order.
- The buyer in the event that the goods are made available to the buyer on the basis of FOB (Incoterms 2010) at the port stated in the order.
Article 9 - Advertising and right of withdrawal
- The buyer is obliged to inspect the delivered goods for defects immediately after the products are made available to him. The buyer should then examine whether quality and / or quantity corresponds with what has been agreed.
- When purchasing products, the buyer has the option to dissolve the agreement without giving reasons for 14 (fourteen) days. This period commences on the day following receipt of the product by the buyer or a representative designated by the buyer made known to the entrepreneur.
- Canceling a bulk order will result in a cancellation fee of 30% of the gross total amount. During this period, the buyer will handle the product and packaging carefully. The buyer will only unpack or use the product to the extent that this is necessary to be able to assess whether he wishes to keep the product. If the buyer uses his right of withdrawal, he will return the product with all accessories and - if reasonably possible - in the original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur.
- If a defect is reported later, the buyer will no longer be entitled to repair, replacement or compensation. Complaints must be stated in writing within 24 hours of receipt.
- If the buyer complains in time, this does not suspend his payment obligation. The buyer will in that case also be obliged to purchase and pay for any other ordered products.
Article 10 - Conformity and (factory) guarantee
- The entrepreneur guarantees that the products and / or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and / or usability and the legal provisions existing on the date of the conclusion of the agreement and / or government regulations.
- The buyer can claim the factory guarantee offered by the producer of the products.
- A warranty provided by the entrepreneur, manufacturer or importer does not affect the legal rights and claims that the buyer can assert against the entrepreneur under the contract.
- The warranty does not include defects in the products that have arisen as a result of normal wear and tear, or damage resulting from circumstances in which the entrepreneur can not influence, including weather conditions or damage arising during transport or installation by or on the instructions of the buyer.
- Bamboo is a natural product. Therefore, there are a number of natural features that are not covered by the warranty:
- Vertical cracks can / will arise in bamboo poles. Like wood, bamboo expands or shrinks when changes in temperature or humidity occur.
- Discoloration of the products by sun, moisture or fungi is excluded. The occurrence of one of these discolorations or depsits is not covered by the guarantee.
- Due to the use of natural materials, the sizes may deviate from the specified product specifications.
- Any form of guarantee will lapse if the item has been used incorrectly or carelessly.
Article 11 - Liability
- Entrepreneur is only liable for direct damage. Liability for indirect damage, including loss of profit, consequential loss, missed savings and damage due to business interruption, is expressly excluded.
- Direct damage is exclusively understood to be costs that are directly related to the damage, the entrepreneur is not liable for any consequential damage. Before determining the damage, the entrepreneur will conduct an investigation himself or appoint an independent expert to carry out this investigation, whether or not in consultation with the insurer of the entrepreneur.
- Any liability for direct damage of the entrepreneur vis-à-vis the buyer, for whatever reason, is limited per event (whereby a coherent series of events counts as one event) to the invoice amount actually paid by the buyer to the entrepreneur of the relevant month in which the damage occurred shipping costs.
- Entrepreneur is not liable for damage of any kind, caused by the fact that the entrepreneur has assumed incorrect and / or incomplete information supplied by or on behalf of the buyer.
Article 12 - Indemnity
- The buyer indemnifies the entrepreneur for any claims from third parties, who suffer damage in connection with the execution of the agreement and of which the cause is attributable to other than the entrepreneur.
- If the entrepreneur should be addressed by third parties on that basis, then the buyer is obliged to assist entrepreneur both outside and in law and immediately do everything that may be expected of him in that case. Should the buyer fail to take adequate measures, then the entrepreneur, without notice of default, is entitled to proceed to this himself. All costs and damage on the part of the entrepreneur and third parties thereby arise, are fully at the expense and risk of the buyer.
Article 13 - Force majeure
- The entrepreneur is not obliged to fulfill any obligation towards the buyer if he is prevented from doing so as a result of a circumstance that is not due to fault and not under the law, a legal act or generally accepted for his account.
- By force majeure is meant in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen and not foreseen, on which the entrepreneur can not exercise influence, but whereby entrepreneur is unable to fulfill his obligations. The entrepreneur also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the entrepreneur should have fulfilled his obligation.
- Entrepreneur can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
- If the entrepreneur has partially fulfilled his obligations under the agreement or will be able to comply with it, at the time of the occurrence of force majeure, and the part to be respectively vested is due, the entrepreneur is entitled to separatly invoice the part already fulfilled or to be fulfilled. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 14 - Complaints
- Complaints about the execution of the agreement must be submitted to the entrepreneur within a reasonable time, fully and clearly described, after the buyer has identified the defects.
- Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the period of 14 days with a notice of receipt and an indication when the buyer can expect a more detailed answer.
Article 15 - Applicable law and disputes
- Agreements between the entrepreneur and the buyer to which these conditions relate are exclusively subject to Dutch law, even if a contract is fully or partially executed abroad. The applicability of the Vienna Sales Convention is excluded.
- All disputes arising from offers or agreements, however named, will be subject to the judgment of the competent court in Utrecht (Netherlands).
- The parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 16 - Amendments to conditions
- The entrepreneur reserves the right to change these Terms and Conditions unilaterally.
- Applicable is always the version that applied at the time of the establishment of the relevant legal relationship with the entrepreneur. The buyer is advised to regularly check the conditions for changes.
Also see: General Terms and Conditions