Lande NL
Lande NL is the Dutch furniture manufacturer of various brands, including Artifort and Lande. Its registered office is at Van Leeuwenhoekweg 20, 5482 TK Schijndel, the Netherlands, and it is registered with the Chamber of Commerce under number 16047876.
1 Definitions
The following definitions apply in these general terms and conditions:
1.1 Cancellation: removing an order line or complete order and/or reducing a number of Products;
1.2 Lande NL: the legal entity Lande NL B.V., with Chamber of Commerce number 16047876, the user of these general terms and conditions.
1.3 Customer: the natural person or legal entity who places an order with Lande NL for the delivery of products, or requests a quotation for this purpose.
1.4 Agreement: the agreement for the purchase and sale of Products and, only if expressly included in the Agreement, the performance of work relating to the installation of the Products;
1.5 Products: furniture or parts manufactured by Lande NL, in the broadest sense of the word, including the Artifort and Lande brands.
1.6 Change: a change to an Agreement or implementation of a Product, for example the number or colour of fabric.
2 General Provisions
2.1 These general terms and conditions apply to all quotations from Lande NL and every Agreement that a Customer concludes with Lande NL, as well as to the resulting agreements and further legal acts and other acts. Once the general terms and conditions apply, they also apply without further notice to all new Agreements between the Customer and Lande NL and extra-contractual relationships between them, such as tort.
2.2 Derogation from the general terms and conditions is only possible if this has been agreed in writing between the Customer and Lande NL.
2.3 The applicability of any general terms and conditions of the Customer is expressly excluded unless expressly agreed otherwise in writing.
2.4 If one or more provisions are void or annulled, the other provisions will continue to apply and the Contractor and Lande NL will enter into consultation to agree on new provisions that reflect the purpose and scope of the original provisions as much as possible to replace the void or annulled provisions.
2.5 If a situation arises between the parties that is not addressed in these general terms and conditions, the parties will assess this situation 'in the spirit' of these general terms and conditions.
2.6 If Lande NL does not always require strict compliance with these general terms and conditions in certain cases, Lande NL reserves the right to require strict compliance with these general terms and conditions in other cases.
3 Quotation and order confirmation
3.1 All offers and quotations from Lande NL are without obligation and only binding after the proposal has been accepted by the Customer, possibly through an official order, and confirmed in writing by Lande NL by an order confirmation, unless otherwise stated in the offer or quotation. Lande NL's quotations for made-to-measure solutions are accompanied by the relevant drawings. The Customer is obliged to sign the relevant quotation and associated drawings for approval before accepting it. Lande NL will only issue a written order confirmation after receipt of the quotation and drawings signed by the Customer. If the Customer wishes Lande NL to use fabric or leather provided by the Customer, the Customer must provide Lande with a test sample upon request and Lande NL will adjust its quotation accordingly.
3.2 The order confirmation is binding, so the Customer must check this confirmation carefully. This order confirmation can only be changed if the Customer informs Lande NL in writing within two working days after sending the order confirmation. Without notification within these two working days, the Products will be manufactured and delivered by Lande NL according to the specifications on the order confirmation.
3.3 Quotations are dated by Lande NL and are valid for 3 months from this date, unless otherwise stated in the quotation.
3.4 Lande NL's quotations are based on the information, drawings and dimensions derived from the Customer's request. The Customer is obliged to inform Lande NL of any facts and/or circumstances that may influence the execution of the Agreement, insofar as the Customer knew or should have known about them.
3.5 All offers and quotations from Lande NL are based on the execution of the Agreement by Lande NL under normal circumstances and during normal working hours.
3.6 The quotation includes a specification of the Products to be delivered and a specific description of any work that will be carried out and that is included in the quotation. Work not mentioned in the quotation is in any case not covered by the Agreement, and can therefore increase the price.
3.7 Lande NL cannot be held to an offer or quotation if that offer or quotation or any part thereof contains an obvious mistake or typographical error.
3.8 Prices in the quotation exclude VAT, unless VAT is expressly stated separately. Prices also exclude any other government levies applicable to sales and delivery.
3.9 Delivery by Lande NL is ‘Ex works’, unless expressly stated otherwise in the quotation or subsequently agreed in writing by Lande NL and the Customer.
3.10 In addition to these general terms and conditions, the Agreement is subject to the special price conditions and other conditions in the price lists applicable at the time of concluding the Agreement.
3.11 If fabrics and parts of Products are ordered and delivered separately, the shipping and handling costs will be charged by Lande NL to the Customer.
3.12 Lande NL is not bound by any changes made by the Customer in its order or acceptance of the offer or quotation. The Agreement will not be concluded in accordance with the changes in the order or acceptance unless Lande NL confirms otherwise in writing.
3.13 A composite quotation does not oblige Lande NL to carry out part of the offer or quotation for a corresponding part of the stated price.
3.14 If Lande NL agrees with the Customer that Lande NL will also install the Products, the execution of that work will be expressly included in the order confirmation.
4. Agreement
4.1 The Agreement is only concluded in accordance with Article 3.1 after Lande NL accepts the Customer's order through an order confirmation. This also applies to additional agreements with additions or changes.
4.2 All delivery terms stated by Lande NL are indicative only, and can never be regarded as strict deadlines. Delivery is always in consultation with the Customer. The Customer may postpone the agreed delivery for a maximum period of 2 weeks. If delivery is postponed by the Customer for longer than 2 weeks, Lande NL will charge the Customer its storage costs, as included in the price lists applicable at the time of concluding the Agreement.
4.3 Each party is obliged to treat all the counterparty’s data confidentially, insofar as that party knows, can or should know that this data is confidential.
4.4 The Customer must ensure that all information which Lande NL indicates is necessary, or of which the Customer should reasonably understand is necessary, for the execution of the Agreement is provided to Lande NL in a timely manner. If the Agreement states that Lande NL will use fabric or leather provided by the Customer to execute the agreement, all these materials must also be provided to Lande NL in a timely manner. If the data and/or materials required for the execution of the Agreement are not provided to Lande NL in a timely manner, Lande NL may suspend the execution of the Agreement and/or charge the Customer for the additional costs resulting from the delay. This also applies to additional costs resulting from changes due to differing dimensions on site to those specified, and, in the event that the agreement includes installation of the Products by Lande NL, of access to the site, in particular in view of the installation of the Products and the requirements for access to the site required by Lande NL.
4.5 The Agreement can only be cancelled or amended if Lande NL gives written permission to do so.
4.6 Since Lande NL produces its Products to order, the Customer is liable to pay separate costs for Changes that Lande NL carries out after written approval as referred to in Article 4.5 where these are not the result of an attributable shortcoming on the part of Lande NL.
4.7 With regard to Products that belong to the standard collection of Lande NL, Lande NL will implement, free of charge, a request from the Customer for Change made within two working days after the order confirmation is sent, subject to the written permission referred to in Article 4.5. Changes to Products that are not part of the standard collection of Lande NL or Products that are part of the standard collection of Lande NL but where the Customer's request is received after the aforementioned period of two working days, are only possible after the written permission referred to in Article 4.5 is provided, and against reimbursement by the Customer of the costs incurred by Lande NL, with a minimum of €50.
4.8 Cancellation is only possible if the Customer reimburses the costs already incurred by Lande NL. In addition, Lande NL will charge at least 15% of the value of the cancelled order or order line in the event of cancellation.
4.9 Unless Lande NL agrees advance payment with the Customer and sends a downpayment invoice in this respect, the payment term for Lande NL's invoices is always 30 days after the invoice date. If applicable, the invoice specifies:
the price pursuant to the Agreement;
the amount already paid of a downpayment invoice;
a specification of possible additional work;
a specification of everything Lande NL can claim from the Customer under the Agreement.
4.10 The payment term is a deadline and if the Customer does not pay on time for reasons that cannot be attributed to Lande NL, the Customer is automatically in default without further notice of default being required. The Customer will then owe the statutory commercial interest from the day on which the payment term has expired until the day of full payment. Lande NL is also authorised to take collection measures. All collection costs, both judicial and extrajudicial, will be borne by the Customer. The extrajudicial costs are determined as follows:
a) Insofar as the Customer was not acting in the exercise of a profession or business at the time of entering into the Agreement, Lande NL is entitled to an amount equal to the legally maximum permitted compensation for extrajudicial collection costs, as determined in and calculated in accordance with the Act on Standardisation of Extrajudicial Collection Costs (‘Wet normering buitengerechtelijke incassokosten’) insofar as the outstanding amount, after default, is not paid after a reminder within 14 days from the day following the reminder; or:
b) Insofar as the Customer was acting in the exercise of a profession or business, Lande NL is entitled to reimbursement of the extrajudicial collection costs, which in that case derogate from Book 6 Article 96(4) of the Dutch Civil Code and the Act on Standardisation of Extrajudicial Collection Costs and the associated Decree on compensation for extrajudicial collection costs, and are instead set at 15% of the total outstanding principal amount with a minimum of €250 for each partially or fully unpaid invoice, without prejudice to the right of Lande NL to claim the actual extrajudicial costs that exceed this amount. The legal costs include the full costs incurred by Lande NL, even if they exceed the statutory liquidation rate.
4.11 If an invoice is not paid on time, Lande NL is also entitled to suspend work or delivery for the relevant or other Agreements with the Customer, as well as to refuse new orders, if payment is still not made within 14 days after a written reminder to do so.
4.12 Lande NL is entitled to have payments made by the Client firstly deducted from the costs, then from the accrued interest, and finally from the principal amount and current interest.
5 Installation
5.1 To the extent that the Agreement extends to the work that Lande NL must carry out for the installation of Products, the Customer is responsible to Lande NL for correctly arranging all facilities and conditions necessary for Lande NL to install the Products.
5.2 The Customer will in any case ensure that:
The staff at Lande NL or the third party engaged by it will be able to carry out the work on site for the installation of Products during normal working hours, and possibly outside these hours if necessary in the opinion of Lande NL and if the Customer has been informed.
The designated location must be suitable and normally accessible
for the installation of the Products.
5.3 Damage and costs suffered by Lande NL because the Customer has not fulfilled the obligations set out in Article 5.2 will be borne by the Customer.
5.4 The terms stated by Lande NL with regard to installation are also indicative, and can never be regarded as strict deadlines.
6 Intellectual Property
6.1 Lande NL reserves all potentially applicable intellectual property rights to designs, images, drawings, samples, examples, models etc provided to the Customer. At Lande NL's first request, the Customer must return these items immediately, without prejudice to other legal measures available to Lande NL.
6.2 The Customer is not permitted to reproduce, publish, exploit or exhibit material from Lande NL subject to any kind of intellectual property rights, without the express prior permission of Lande NL.
6.3 Lande NL is exclusively entitled to make, reproduce and publish drawings, sketches, photos and all other images of Products for commercial purposes, both offline and online. If the Customer agrees on the first request, the Customer will give Lande NL the opportunity to take photos of the Products on site or to have these taken.
6.4 Lande NL collaborates with a wide range of designers for its Products. Lande NL has obtained the necessary rights from these designers to produce and market the Products. On this basis, both Lande NL and the Customer are obliged to respect the integrity of the models of the Products at all times and to mention the name of the relevant designer of a Product in promotional documentation in the manner prescribed by Lande NL. The same applies to the use of the brand names used by Lande NL for certain Products.
6.5 The Customer must not rent, lend or sell the Products for public use (promotion, advertising, use in audiovisual or other communications), unless prior written permission has been obtained from Lande NL.
7 Storage and retention of title
7.1 If the Products are not accepted by the Customer by Lande NL on the agreed delivery date, and this is not because of defective delivery or because the Customer does not want to accept the goods, Lande NL will make a second delivery attempt within a reasonable period. If the second delivery attempt is also unsuccessful, Lande NL is entitled to charge the Customer for storage costs and any further demonstrable damage and reasonable costs.
7.2 All delivered and yet-to-be-delivered Products remain the sole property of Lande NL until the Customer has paid in full the invoices relating to the delivery, and all previous or subsequent invoices.
7.3 Until ownership of the Products referred to in the previous paragraph is transferred to the Customer, the Customer is not permitted to pledge them or grant any other right to them to third parties. If the Customer enters into the Agreement to resell the Products directly to a third party (the end customer), and in derogation from Article 3.9 Lande NL and the Customer have agreed in writing that delivery will take place directly to the end customer, the Customer is obliged to impose a comparable retention of title on the end customer. If this is violated or if the Customer cannot legally invoke the retention of title it has imposed, the sales price/contract price will immediately become due and payable in full, without prejudice to the rights of Lande NL under the aforementioned retention of title.
7.4 The Customer is obliged to store the Products delivered under retention of title with due care, and to keep them insured against fire, explosion, water damage and theft, and to present the insurance policy on first request to Lande NL for inspection.
7.5 If third parties seize Lande NL's property or wish to establish or enforce rights on this property, the Customer must inform Lande NL of this as soon as can reasonably be expected.
7.6 As soon as the Customer is in default or experiences payment difficulties, Lande NL is entitled to repossess its property without any prior notice or notice of default being necessary, without prejudice to the other rights of Lande NL, including fully or partially dissolving the Agreement without judicial intervention. The Customer is in any case deemed to be experiencing payment difficulties as soon as a request for suspension of payment has been made, bankruptcy has been filed, statutory debt restructuring has been declared applicable to the Customer as a natural person, or a seizure has been levied on the Customer.
8 Liability
8.1 Unless in cases of gross negligence on the part of Lande NL, Lande NL is never liable for business damage, other indirect damage, including consequential damage (such as damage to other property due to any late delivery or use of the Products), damage to third parties, loss of profit, loss of income and additional costs due to facts or circumstances that are not attributable to Lande NL.
8.2 Lande NL is not liable for damage of any nature whatsoever in cases where Lande NL relied on incorrect and/or incomplete information provided by the Customer when carrying out work.
8.3 The Customer indemnifies Lande NL against any claims from third parties who suffer damage in connection with the execution of the Agreement, and which is attributable to the Customer.
8.4 Complaints about the delivered Products must be submitted to Lande NL fully and promptly after discovery of the defects with clear descriptions, preferably in writing or electronically with photographs showing the nature of the complaint. In the event of a B2B purchase of Products, ‘timely’ means within five working days after the delivery date, after which the delivered goods are deemed to be irrevocably and unconditionally accepted by the Customer if no written complaint is received from the Customer within this period. In the event of a consumer purchase of Products, ‘timely’ means within two months after discovery of the defects. If a complaint is not submitted within this timeframe, the Customer may forfeit their rights in this regard.
8.5 In view of Article 8.4, the Customer is therefore obliged to assess the delivered Products in an expert manner at the time of delivery, or, if this is demonstrably not possible, at the earliest possible opportunity.
8.6 If a complaint is submitted, the Customer must keep the Products in question available to Lande NL, and give Lande NL an opportunity to investigate the complaint.
8.7 If a complaint is justified, Lande NL will replace the Products or, if this is no longer possible or useful, Lande NL will credit the Customer with part of the corresponding price.
8.8 Products returned in connection with a complaint must be in the original packaging as much as possible. The parties will enter into consultation about the transport of these Products.
8.9 If a complaint is filed in a timely manner, the Customer remains obliged to purchase and pay for the purchased Products. The Customer is not entitled to offset the claim against other payments due.
8.10 If it is no longer possible or useful to deliver or replace the Products and this is attributable to Lande NL, Lande NL will only be liable within the limits of this article.
8.11 If Lande NL is liable, Lande NL's liability will be limited to the amount or amounts covered by the liability insurance taken out by Lande NL, including the excess borne by Lande NL in connection with the insurance. At the Customer's first request, Lande NL will provide the Customer with the relevant insurance policy. If and insofar as no payment is made for any reason under the liability insurance, Lande NL's liability is in any case limited to a maximum of the amount of the agreed price of the order confirmation, excluding VAT.
9 Conformity and warranty
9.1 Lande NL manufactures the Products specifically for and in accordance with the Customer's specified data with regard to the execution of an Agreement, so a cooling-off period or reflection period is not applicable, and Products will not be taken back.
9.2 The Products supplied by Lande NL must have the properties the Customer is entitled to expect under the Agreement under normal use (conformity). If the Products are not in conformity, and the reason is partially of fully Lande NL’s responsibility, then the Customer is entitled to repair or replacement, partial or full termination of the Agreement, and/or a reduction in the price.
9.3 In addition to the legal obligation referred to in Article 9.2, Lande NL offers the Customer a guarantee on the delivered Products insofar as it concerns defects for which Lande NL cannot plausibly show that these are the consequence of use that does not correspond to the intended purpose. Lande NL will engage an external expert to draw up a report for this purpose. If Lande NL does make it plausible that the defects are the result of use that does not correspond to the intended use, the costs of the external expert will be borne by the Customer. Unless expressly agreed otherwise in the quotation, Lande NL provides a 5-year warranty on assembly and manufacturing defects in its Products from the day of delivery. It includes repairing these assembly and manufacturing defects at the request of the Customer.
9.4 Claims under the warranty must be notified to Lande NL in writing within the warranty period, stating the original invoice or order number.
9.5 The warranty expressly does not cover:
Repairs carried out by third parties;
Customer-supplied materials, including fabric or leather provided by the Customer, in the event that the Agreement states that Lande NL will use them in the execution;
Normal wear and tear and signs of use;
Damage resulting from improper use or incorrect maintenance;
Creases;
The natural characteristics of natural products such as wood, wood veneer and leather, including insect bites, scars, colour nuances;
Fabrics treated with a dirt-resistant coating;
Colour deviations in fabrics shown and used, including repeat orders.
9.6 If Lande NL is obliged to replace the covering material of the Products when a claim is made under warranty, the compensation to be paid by the Customer to Lande NL (for the material used, the re-upholstery to be carried out and possible transport) will take into account the normal depreciation on durable consumer goods.
Years 1 and 2 100% warranty - reimbursement by the Customer: 0%
year 3 75% warranty – reimbursement by the Customer: 25%
year 4 50% warranty – reimbursement by the Customer: 50%
year 5 25% warranty – reimbursement by the Customer: 75%
More than 5 years warranty no longer valid
9.7 The warranty only applies if the delivered Products are used in accordance with the intended purpose.
9.8 Deviations in the delivered Products regarding colour, wear resistance, structure and the like, which are technically acceptable according to applicable, customary standards or trade practice, may limit or exclude the right to warranty and/or compensation.
10 Governing Law and Disputes
10.1 Dutch law applies to all offers, quotations, agreements as well as any resulting agreements and further legal acts and other acts between the Customer and Lande NL.
10.2 Any difference of opinion between the Customer and Lande NL will be resolved through mediation as much as possible by mutual agreement or with the consent of both parties. If this does not lead to a solution, disputes will be decided exclusively by the competent Dutch court in the place where Lande NL is located at the time a dispute arises.