GENERAL TERMS AND CONDITIONS OF DELIVERY ADEO DESIGN B.V.
These general terms and conditions apply to all offers and agreements whereby Adeo Design B.V., registered at the Chamber of Commerce under number 76138143, acts as supplier or supplier of services and products to the Customer of whatever nature, hereinafter "Adeo Design".
1.1 Adeo Design design and sells furniture.
1.2 The customer is the counterparty to Adeo Design who purchases products from it.
1.3 General (purchase) conditions of the Customer are expressly excluded, unless Adeo Design has explicitly accepted them in writing in a specific case. In that case the deviating conditions only apply to that specific case and these general terms and conditions will apply again in subsequent cases.
1.4 These general terms and conditions apply to the delivery of all services and products by Adeo Design, as well as to quotations and
announcements made by Adeo Design and to all other commitments between parties. Any other, between parties already applicable general terms and conditions will be replaced by these.
1.5 Deviations from these general terms and conditions can only be explicitly agreed in writing between the parties and apply only to the relevant agreement.
2. Offers and prices
2.1 All prices are in the specified currency and excluding VAT and other levies imposed by the government, unless explicitly stated
otherwise stated. Adeo Design does not accept payments in currencies other than those indicated. In the absence of a specified currency, all prices are in Euros.
2.2 All offers or quotations relating to the products of Adeo Design are without obligation and revocable until the the moment that Adeo Design confirms in writing, whether or not electronically, that the agreement with the Customer has been concluded or is that Adeo Design has started the delivery. An agreement can also be concluded between parties when the acceptance by the Customer only deviates from the quotation on minor points, which is at the discretion of Adeo Design.
An offer from Adeo Design will automatically expire if the Customer has not accepted it within thirty (30) days.
3. Delivery of products
3.1 Adeo Design will deliver the purchased item to the Buyer within a reasonable period after the order. The quoted and agreed delivery
times are only an approximation and are never strict deadlines.
3.2 If the parties have not agreed otherwise, the shipment will be at the expense and risk of the Customer. Adeo Design is up in no way
liable for damage related to transportation.
3.3 Adeo Design supplies all items subject to retention of title. The ownership is only transferred to the Customer if it has paid all outstanding claims of Adeo Design, even if these are claims from another agreement between parties other than the present one.
Adeo Design is entitled to return its goods in the case of late full payment wherever these things may be. Customer is not allowed to do things that fall under the retention of title alienate, other than in the context of its normal business operations.
3.4 The buyer is obliged to use and / or store the delivered goods carefully and bears the risk of loss after delivery, theft, damage and improper assembly. The customer must have taken out adequate insurance against such risks.
3.5 If goods have not been purchased after the delivery time has expired, they will remain available to Adeo Design. Items that have not been purchased are stored for the account and risk of the Customer.
3.6 The customer is obliged to thoroughly inspect the delivered goods upon receipt for defects and recognizable as originating from Adeo design separately. Immediately observable defects should be discovered by the Customer immediately after delivery, but at the latest within eight (8) days that the defects could have been known to the Customer. The right to claim expires after the aforementioned period. Complaints do not suspend the payment obligation of the Customer and his obligation to take orders placed.
3.7 When Adeo Design delivers products from third parties, the associated guarantee schemes also apply.
4.1 The customer must pay the invoices within the payment periods stated on the invoices at the rates indicated by Adeo Design bill.
If no payment term is specified, then a payment term of thirty (30) days applies.
4.2 Possible lending by Adeo Design is partly dependent on sufficient coverage of the payment risk by the credit insurer of Adeo Design. The granting of credit by Adeo Design only takes place after written notice from Adeo Design.
4.3 The customer is not entitled under any circumstances to suspend any payment or to set off amounts due.
4.4 Adeo Design is at all times entitled to demand payment in advance and / or security from the Customer for the fulfillment of the Customer's obligations, such as a down payment. Depending on the item to be delivered, the down payment is 30 or 50% of the sales value.
4.5 If the payment term is exceeded, the Purchaser will be in default without notice of default and the Purchaser will also be legally liable (trade) interest due. All reasonable costs for out-of-court settlement will then be borne by the Customer. Adeo Design can also suspend its obligations towards the Customer without being liable for damages.
4.6 With regard to the services provided by Adeo Design and the amounts due by the Customer, the data from Adeo Design records complete proof, without prejudice to the right of the Buyer to provide proof to the contrary.
4.7 The possible judicial and extrajudicial collection costs of Adeo Design are entirely for the account of the Customer.
4.8 Adeo Design is entitled to sell, transfer or transfer its claims for payment of fees to a third party pledge.
5. Liability and force majeure
5.1 Adeo Design is not liable for damage as a result of force majeure or as a result of an attributable shortcoming or unlawful act by its suppliers or third parties or as a result of improper use of the delivered goods by the Customer.
5.2 Adeo Design is in no way liable for consequential damage, including pure financial loss, reputation damage, lost turnover and profit, immaterial damage and liability towards third parties, which is related to or ensues from the Adeo Design services and / or the use of goods delivered by Adeo Design.
5.3 The liability of Adeo Design for damage, of whatever nature, is limited to a maximum amount of 50% of the net invoice value of the invoice for the services and / or products that is directly related to the arising damage or up to the amount paid out by the insurer of Adeo Design, whichever is the lower.
5.4 The conditions for the creation of any obligation to pay compensation from an attributable shortcoming on the part of Adeo Design are:
a. The customer always reports the damage as soon as possible after its occurrence, but at the latest within six (6) months after Customer could reasonably have been aware of this, in writing with Adeo Design; and
b. The customer informs Adeo Design in writing, in full and in detail, that Adeo Design is granted a reasonable period of time to remedy the shortcomings, and that Adeo Design will then fail to do so, unless fulfillment is permanently impossible.
5.5 Force majeure means the situation that exceptional circumstances - such as war, storm damage, natural disasters, Obstacles in transport and import, delays by suppliers or transporters, fire and (electronic) malfunctions - make it impossible for Adeo Design to comply correctly. In such cases Adeo Design can suspend, change its obligations or - if the force majeure situation continues for more than one (1) month - terminate the agreement with the Buyer, all this without being liable for damages.
5.6 All exclusions and limitations of liability included in these general terms and conditions of delivery also apply to the benefit of all
(legal) persons whom Adeo Design uses in the execution of the agreement and are canceled. if and insofar as the damage is the result of intent or deliberate recklessness on the part of Adeo Design's management.
6.1 The goods delivered by Adeo Design come with a two-year warranty as standard.
6.2 If there are obvious material and / or manufacturing faults in the delivered goods that - demonstrably - at the time of have been present, Adeo Design undertakes to replace those items free of charge during the warranty period.
7. Intellectual Property
7.1 All intellectual property rights, including copyrights, on services, designs, products, data files, equipment, documentation, reports, quotations, plans, visualisations, as well as preparatory material thereof, developed on the basis of the agreement or made available to the Customer, are solely with Adeo Design or, where appropriate, with its suppliers.
7.2 the customer obtains the rights of use for normal use of what is supplied and subject to compliance all payment obligations and other obligations under the agreement, including the mandatory realization by Adeo Design. A right of use accruing to the Customer is non exclusive, non-transferable, non-pledgeable and non-sublicensable and only insofar as the use is in accordance with the agreement, these general terms and conditions and the legal obligations.
7.3 The customer will not make any indication (s) regarding the confidential nature or regarding copyright, patents, brands, (have) trade names or any other intellectual property right removed from the services and products delivered or have them removed modify.
7.4 Adeo Design receives the irrevocable and worldwide license to use the (trade) names, brands and logos of the Customer for its portfolio and advertising purposes. Adeo Design is also entitled to the designs and photos made by it Customer delivered to use for its portfolio and advertising purposes.
8.1 The agreements between the parties are governed by Dutch law.
8.2 If any provision of these general terms and conditions is found to be void or is voided, the remaining provisions will apply in full.
Parties will in that case consult and agree new provisions to the void or voided provisions to replace.
8.3 If the Customer according to the agreement concluded between the parties consists of several natural persons and / or legal persons, each of those (legal) persons is jointly and severally liable vis-à-vis Adeo Design to fulfill the agreement.
8.4 The customer will never sell, transfer or transfer the rights and obligations he has under the agreement to a third party pledge.
8.5 Adeo Design may change its general terms and conditions from time to time. Adeo Design will announce these changes in time and make them known to the Customer. If no time of entry into force is communicated, the changes vis-à-vis the Buyer will take effect at the time of the announcement.
8.6 Disputes that arise as a result of the agreement concluded between the parties and / or as a result of further Agreements resulting from this are settled by the competent court in the district in which Adeo Design is established.