General Terms and Conditions
Building Elegance BV, with its registered office in Etten-Leur at Pottenbakkerstraat 10, 4871 EP.
hese terms and conditions have been filed with the Chamber of Commerce.
In these Terms and Conditions:
a. Building Elegance BV means the user of these General Terms and Conditions.
b. Customer means the other party of Building Elegance BV, legal person, company or natural person, who has accepted in writing or otherwise the validity of these General Terms and Conditions.
c. A circumstance beyond the control of Building Elegance BV means fire and water damage, weather conditions, employee (representative organization) actions, machine defects, war, pandemics, disasters, energy failures, supplier delays etc.
2.1 These General Terms and Conditions apply and form an integral part of all offers and agreements between Building Elegance BV and its Customers, in which Building Elegance BV delivers goods and/or services, even if these goods and/or services have not been further described in the present General Terms and Conditions.
2.2 Variations to these General Terms and Conditions are valid only if expressly agreed by parties in writing. Variations to provisions are valid only in respect of agreements for which such have been accepted. In such case, the remaining provisions of the General Terms and Conditions of Building Elegance BV shall remain in full force.
2.3 Standard terms and conditions of Customer are valid only when expressly accepted in writing by Building Elegance BV
3. Offer and Agreement
3.1 Offers are made by Building Elegance BV, free of any commitment, unless expressly provided otherwise
3.2 If a Customer accepts an offer made without any commitment by Building Elegance BV, Building Elegance BV may nevertheless revoke the offer within 7 business days after receipt of the acceptance.
3.3 Agreements are concluded only after express acceptance or confirmation by Building Elegance BV Acceptance shall be made by means of a written order confirmation from Building Elegance BV or by the actual performance by Building Elegance BV of the agreement. The order confirmation is considered to be a true and complete representation of the content of the agreement.
3.4 If an order for the delivery of goods or performance of services is not given to Building Elegance BV, it may charge Customer all costs that it has had to incur in order to be able to make its offer.
4.1 The prices stated in offers and agreements of Building Elegance BV do not include VAT, import duties, taxes or other government charges as well as transport and insurance costs, unless expressly agreed otherwise in writing.
4.2 All prices are in Euros, unless indicated otherwise by further notice from Building Elegance BV
4.3 Building Elegance BV may alter the agreed price if and to the extent that circumstances occur, including increases in costs and changes in currencies, which could not have been reasonably foreseen when entering into the agreement. In the event of a price increase of more than 10% Customer may terminate the agreement, to the extent that Building Elegance BV has not yet performed.
4.4 The content of brochures, printed matter and such does not bind Building Elegance BV, unless express reference is made thereto in the agreement.
5.1 Payment terms are 30 days after invoice date, unless otherwise agreed in writing, and payment needs to be done in full without deductions and/or settlements.
5.2 Should Customer fail to pay within the agreed payment terms, an interest of 2% per calander months is due, counted from the date the payment was due. Partial calender months will be counted as full. At the end of each calender year, the interest due for that year will be added to the total sum due.
5.3 Notwithstanding Article 6:43 and 6:44 of the Dutch Civil Code, payments done by Customer will serve the oldest outstanding claim. Payments will be used in first instance to cover collection cost, then to cover interest cost, and finally to cover the principal and the accrued interest.
5.4 If no timely (partial) payment is made, the Client will be in default by operation of law and the whole amount outstanding will be due immediately due and payable.Building Elegance BV can request at all times advance payment or further security from the Customer.
5.5 If Building Elegance BV has partially complied with its obligations, it is entitled to a proportional part of the agreed price.
5.6 In the event of liquidation, bankruptcy or (provisional) suspension of payment of the Client or when application of the debt rescheduling scheme is declared in respect of the Client, or when an attachment is levied against the Client, as well as in the event of force majeure, all obligations of the Client immediately due and payable under any agreement. Building Elegance B.V. is then authorized to suspend the performance of any agreement concluded with the Client or to dissolve that agreement.
6. Extrajudicial Costs
6.1 If Customer has not paid within 30 days of the invoice date, claim will be transferred to a Recovery company. All costs related to collection are at the expense of the Client. As of the default date, in addition to the principal sum, the extrajudicial collection costs are always due. The compensation for extrajudicial collection costs are at least 15% of the total outstanding principal sum including VAT and interest, with a minimum of 450 euros, all this in deviation from Article 6:96 paragraph 5 of the Dutch Civil Code and in deviation from the Compensation Decree for extrajudicial collection costs and without prejudice to the right of Building Elegance BV to charge a higher amount to claim extrajudicial collection costs if it proves to have incurred them.
6.2 If Building Elegance BV has filed its claim in legal proceedings (including arbitration and binding advice), the Customer is obliged to reimburse the actual costs involved in this procedurere. This includes the costs of lawyers, attorneys, as well as all fees and dues to arbitrators or binding advisors, even if these exceed legal costs exceed according to article 237 Civil Code.
6.3 This reimbursement of costs will always be charged to and be payable by Customer as soon as (internal or external) legal assistance is initiated by Building Elegance BV, or collection measures taken by Building Elegance BV, without any further proof of evidence required,.
7.1 Building Elegance BV may suspend performance of the agreement if Customer fails to make (timely) payment, fails to provide at the request of Building Elegance BV security within the meaning of Article 5.4 of these terms and conditions or fails in any other way to comply with his/its obligations to Building Elegance BV.
7.2 Building Elegance BV may also suspend compliance with the agreement, without being in default, if due to a circumstance beyond the control of Building Elegance BV and/or due to amendment of the (terms and conditions of the) agreement Building Elegance BV cannot be required to (timely) comply with the agreement.
8. Delivery and Risk; Special Made-to-Measure Orders
8.1 Delivery times given are to be regarded as approximate and shall in no event be regarded as deadlines, unless such has been expressly agreed in writing. In the event of non-timely delivery Customer must notify Building Elegance BV in writing of its default, and a reasonable period of at least 7 business days must be set to as yet comply.
8.2 Customer is obliged to fully cooperate with the delivery. Customer is in default without further notice if after the first request of Building Elegance BV Customer fails to take up goods and/or services to be delivered by Building Elegance BV.
8.3 Unless expressly agreed otherwise, the delivery is made to the place where Customer conducts his/its business.
8.4 Loss of and damage to things, which the agreement between Customer and Building Elegance BV deals with, are for the risk of Customer the moment such have been placed in the actual possession of (an agent of) Customer or from the moment Customer refuses to cooperate with the delivery.
8.5 If the delivery of the goods to be delivered by Building Elegance BV is delayed due to a circumstance for the account of Customer, Customer is obliged to compensate the damage incurred by Building Elegance BV as a result thereof, including costs of transport and storage.
8.6 In the case of Customer specific, “made–to–measure order” or non-stock products that Customer orders, there is a possible deviation in actual production and delivery of products ordered by Customer, by a margin of +/- 10% of the ordered quantity. The actual amount produced will be invoiced to the Customer. Nevertheless, although Building Elegance BV cannot guaranty the exact quantity ordered for such products, Building Elegance BV shall use commercially reasonable efforts to produce and deliver such non-standard order. Further information regarding deviations may be obtained by contacting Customer Order Service Information Department.
9.1 Customer is obliged within 3 business days after delivery to inspect the goods delivered by Building Elegance BV for defects or for deviations from that which has been agreed in writing and to immediately notify Building Elegance BV in writing of any deviations or defects.
9.2 Customer may not assert any further right against Building Elegance BV if any deviations or defects have not been notified in writing to Building Elegance BV within a period of 3 business days after the time that the deviation(s) or defect(s) has/have been detected or could have been detected.
9.3 Customer may not assert in any case any further right if he/it has had the things delivered by Building Elegance BV put into use, processed or treated or has delivered such things or given such things for use to third parties.
9.4 In addition to this, Customer may not invoke defective delivery or compliance if Customer has not given Building Elegance BV the opportunity to repair, supplement or replace any defects or deviations, at the option of Building Elegance BV
10.1 If circumstances occur of which Building Elegance BV was unaware on conclusion of the agreement and as a result of which compliance with the agreement is not possible, Building Elegance BV may demand of Customer that the content of the agreement is amended in such a way as to enable performance.
10.2 Customer may terminate the agreement only if Building Elegance BV has imputably failed to comply with its obligations and has been notified of its default in writing by Customer, and Building Elegance BV has been given a reasonable period of time to remedy this failure.
10.3 Building Elegance BV may terminate the agreement in part or in whole without prejudice to its right to compensation of costs and loss of profit and without prior notice or judicial intervention if:
- Customer is granted a moratorium of payments, files a petition for bankruptcy, debtor relief or other protection from creditors, or Customer’s enterprise is liquidated (other than on behalf of reorganization or combination of enterprises or assets).
- Customer fails to provide the security required by Building Elegance BV as referred to in Article 5.4 of these General Terms and Conditions.
- Customer fails to comply with any other of his/its obligation arising from the agreement.
10.4 In the event of partial termination Customer cannot claim annulment of performances already made by Building Elegance BV and Building Elegance BV shall be fully entitled to receive payment in this respect.
11.1 Building Elegance BV is only liable for damage that is the direct and exclusive consequence of intent or gross negligence of Building Elegance BV and to the extent that it has been properly notified in writing of its default by Customer, and Building Elegance BV has been given a reasonable period of time to provide repair or replacement.
11.2 Building Elegance BV does not accept in any case whatsoever liability for trading loss or other indirect damage within the broadest sense of that term incurred by Customer, including consequential loss, loss of profits and cost savings, regardless of cause.
11.3 The total liability of Building Elegance BV does not exceed in any case whatsoever compensation of the damage up to an amount equal to the price excluding VAT stipulated for the agreement concerned, up to a maximum of 10% of the order amount, excluding sales taxes.
12. Retention of Property Rights
12.1 Building Elegance BV remains owner of the goods delivered by it or to be delivered by it until Customer has paid all claims of Building Elegance BV in respect of the consideration, including interest and extrajudicial costs, arising from the order or agreement. Until the Customer has paid all outstanding claims, including interest and extrajudicial costs, the Customer has the right to dispose of the purchased goods under the retention of title and property rights of Building Elegance BV, to transfer the goods in whole or in part to third parties only under the following conditions that a. this right of disposal is granted to the Customer only if it is necessary for the Customer, in its normal course of business, to operate, b. this right of disposal is granted to the Customer only if the Customer demands and receives immediate payment from its Customers, and c. the Customer never has the right or authority to charge, encumber, pledge or allow a lien to be placed upon the goods that have been sold under the retention of title and property rights. The Customer covenants to assign or pledge, upon demand and at the choice of Building Elegance BV, all accounts receivable that are created or to be created from the sale of goods under the retention of title of Building Elegance BV, to third parties.
13. Confidential Information
13.1 Building Elegance BV as well as Customer warrant that all information, which is exchanged between parties within the framework of the agreement concluded between parties, is of a confidential nature and shall remain secret. Information is regarded in any case confidential if this information has been designated as such by one of the parties.
14. Intellectual/Industrial Property
14.1 Customer may not remove, alter or conceal any designations concerning trademarks, trade names or other rights of intellectual and/or industrial property from or of the things delivered by Building Elegance BV
14.2 All rights of intellectual or industrial property on things delivered to Customer by Building Elegance BV, including drawings, descriptions, advertising matter etc., remain at all times the property of Building Elegance BV and may not be reproduced, published or released in any other way to third parties without the express written consent of Building Elegance BV.
15.1 In the case of a breach of Article 13 and/or 14 of these terms and conditions and/or in all other cases in which Customer fails to comply with his/its obligations to Building Elegance BV, Customer shall forfeit to Building Elegance BV an immediately due and payable penalty of 10% of the ordered amount not subject to moderation by the court or set off, without prejudice to the right of Building Elegance BV to seek compliance or full damages.
16.1 If any provision of these General Terms and Conditions is null and void or unenforceable, the remaining provisions shall remain in full force.
16.2 The court in Breda has exclusive jurisdiction over all disputes that may arise between Customer and Building Elegance B.V. Building Elegance B.V. however remains authorized to bring the dispute before the competent authority judge of the place of residence of the Client.
16.3 This agreements as well as all agreements in connection to this agreement shall be exclusively governed by the laws of The Netherlands. The Vienna Sales Convention is explicitly excluded in full.