When ordered by the buyer and after confirmation by Nilsen Steve BV, these terms of delivery are agreed without the need for separate agreement.
Buyer declares to be familiar with the terms of delivery as described below.
TENDERS & INTELLECTUAL PROPERTY
1. All quotations are valid for 30 days from date unless otherwise stated.
2. Nilsen Steve BV retains, if and insofar as applicable, the intellectual property to, inter alia, designs, brand name, logo, texts, images, drawings, samples, samples and models provided with or without the offer. They must be returned at Nilsen Steve BV’s first request, without prejudice to other legal measures available to the entrepreneur to safeguard his rights. The buyer is not permitted to remove or alter any indications concerning intellectual property rights on/in the performances delivered or made available by Nilsen Steve BV. The customer is prohibited from reproducing, publishing, exploiting or exhibiting Nilsen Steve BV’s intellectual property rights in any manner whatsoever without permission from Nilsen Steve BV.
ACCEPTANCE OF ORDERS
1. Each order confirmed by Nilsen Steve BV at then current sales prices with a previously agreed discount (margin), is a unique stand-alone one-time delivery agreement, without any further rights to delivery or discount (margin) on delivery of future orders resulting therefrom, unless otherwise agreed by a separate reseller agreement.
2. If the buyer is not informed by Nilsen Steve BV within 5 working days of entering into the agreement that the agreement cannot be executed, the agreement becomes final on the understanding that Nilsen Steve BV may at all times exercise its right described in the fourth paragraph.
3. If a buyer is in default vis-à-vis Nilsen Steve BV in the settlement of any agreement, Nilsen Steve BV is at all times entitled, also after it has executed an order in full or in part, before proceeding with delivery, to demand from the buyer that he provides sufficient security that he will comply with his payment obligations.
4. Orders taken by representatives are for the buyer and Nilsen Steve BV, on the understanding that Nilsen Steve BV is entitled to inform the buyer in writing within 5 working days that it cannot execute the order, or cannot execute it unchanged, if the unchanged execution of an order received via a representative is impossible due to circumstances of which the representative could not reasonably have been aware, in which case the order is deemed cancelled, unless the buyer and Nilsen Steve BV still reach agreement.
5. Changes and cancellations of orders made are possible after confirmation or delivery by Nilsen Steve BV.
6. If the content of the order is incorrect or incomplete, Nilsen Steve BV will return and not process the order to give the buyer the opportunity to correct the content. If Nilsen Steve BV has issued a written order confirmation of which the delivery time is longer than desired by the buyer, Nilsen Steve BV shall expressly point out this deviation in this order confirmation or by separate letter. The buyer is not responsible for order details incorrectly adopted by Nilsen Steve BV if the order has been provided with all relevant, correct information by the buyer. Nilsen Steve BV is not liable for any direct or consequential damage due to incorrect and/or incomplete delivery of an order.
7. If an order confirmed by Nilsen Steve BV stating the agreed price and delivery time is cancelled by the buyer, Nilsen Steve BV shall, provided the cancellation is approved by it, charge a compensation of costs.
8. If an agreement of purchase and sale is established through the mediation of Nilsen Steve BV or as a result of a visit by the buyer’s customer to Nilsen Steve BV’s showroom, Nilsen Steve BV may charge the buyer a fee for providing this service.
SHIPMENT AND DELIVERY
1. If the goods are dispatched using means of transport belonging to Nilsen Steve BV or by forwarding agents acting on its instructions, delivery shall be effected by presenting the goods to the warehouse or depot designated by the buyer at ground level. In that case, the goods travel at Nilsen Steve BV’s risk until the time of delivery. Unless the goods are collected by the buyer from Nilsen Steve BV’s warehouse, they will be transported by a means of transport customary at the location, at Nilsen Steve BV’s discretion.
2. If the buyer instructs Nilsen Steve BV to deliver the items directly to its customer, this shall take place at rates set out in the reseller’s agreement. The buyer must satisfy itself that the goods can be placed in its customer’s home without modification and further aids. If the goods cannot, at the discretion of the Nilsen Steve BV carrier, be placed at the buyer’s customer’s home, the goods will still be delivered to the buyer’s warehouse. All additional costs shall be borne by the buyer at all times. If the buyer’s customer refuses to take immediate delivery of the goods offered to him correctly and undamaged, the ensuing freight costs, storage costs, etc. shall be borne by the buyer.
3. If a buyer, or the depot designated by him for that purpose or the buyer’s customer, refuses to accept the goods offered to him correctly and undamaged without delay, during the agreed delivery times, the ensuing freight costs, storage expenses, etc. shall be for his account. If the buyer requests delivery to unmanned depots, he shall explicitly state with every order that delivery is made at his request and Nilsen Steve BV shall bear no liability whatsoever for the delivery or the condition of the goods.
4. All business will be at the expense of Nilsen Steve BV unless otherwise agreed.
RETENTION OF TITLE
1. Delivered goods remain the exclusive property of Nilsen Steve BV the buyer has not fully satisfied the claims regarding the consideration and any additional due for:
– goods delivered or to be delivered by Nilsen Steve BV to the buyer pursuant to the agreement, or
– work or services carried out or to be carried out for the buyer pursuant to such an agreement, as well as
– in respect of claims for breach of such agreements.
Nilsen Steve BV also acquires the (joint) ownership of these goods, as security for all outstanding claims against the buyer, as well as for the goods to which Nilsen Steve BV’s ownership is transferred by processing, accession, formation of property, etc.
or otherwise. As soon as the buyer fulfills one or more of its obligations towards Nilsen Steve BV, all claims of the buyer shall become immediately and fully due and payable and Nilsen Steve BV shall be entitled, without any notice of default or judicial intervention, to enforce its rights resulting from its retention of title.
2. Before said transfer of ownership, the buyer is not authorised to sell, deliver or otherwise dispose of the delivered goods other than in accordance with his normal business and the normal purpose of the goods. This authorisation shall lapse the moment the buyer is granted (provisional) suspension of payment or is declared bankrupt. Under no circumstances may the buyer allow the goods subject to retention of title to serve as security for claims to third parties.
3. Prior to said transfer of ownership, Nilsen Steve BV shall at all times have access to the goods that are its property, wherever they are located.
4. Voorafgaand aan deze eigendomsoverdracht heeft Nilsen Steve BV te allen tijde toegang tot de goederen die haar eigendom zijn, waar deze zich ook bevinden.
THE DELIVERY TIME
1. De opgave van de levertijd geschiedt bij benadering. Indien door koper geen gewenste levertijd wordt aangegeven of een gewenste levertijd tot maximaal 8 weken na besteldatum of orderingang aangeeft zal Nilsen Steve BV tot de snelst mogelijke of zelfs directe levering overgaan. In andere gevallen verplicht Nilsen Steve BV zich, zich zoveel mogelijk aan de opgegeven levertijd te houden, doch is niet aansprakelijk voor de gevolgen van overschrijding, die zij redelijkerwijs niet heeft kunnen voorkomen.
Such excess does not oblige Nilsen Steve BV to pay any compensation, nor does it entitle the buyer to dissolve the agreement.
2. If, when entering into the agreement, it is expressly stipulated that delivery must be made before or on a certain day, when the delivery term therefore forms an essential component of the agreement, the consequences ensuing for the buyer from exceeding the delivery term shall be at the expense of Nilsen Steve BV, without prejudice to the buyer’s right to dissolve the agreement, unless there is a case of force majeure.
3. If the presumed delivery time referred to in paragraph 1 of this article is exceeded, Nilsen Steve BV shall be granted a further term to still deliver. This further term is equal to the original presumed delivery time with a maximum of one month. If this further term is exceeded, the buyer shall be entitled to dissolve the agreement without notice of default or judicial intervention and/or claim damages.
1. Any complaints must be brought to the attention of Nilsen Steve BV in writing within the set guarantee periods as described in article 7 after delivery of the goods.
However, under penalty of inadmissibility, complaints must be made in writing immediately after the circumstances giving rise to the complaint have come to the purchaser’s attention. Each delivery is to be regarded as a separate transaction, i.e. complaints relating to a particular delivery do not affect previous or subsequent deliveries.
2. On penalty of inadmissibility of any complaints, the buyer shall check the goods for visible defects immediately upon receipt.
3. If a buyer has a timely complaint and still has the goods in his possession, the relevant payment period shall be extended – if it had not already been exceeded – until the dispute has been settled, or if that is not possible, until a court ruling has been issued.
4. In case of an alleged attributable shortcoming, or in other cases, the goods can only be returned by the buyer after Nilsen Steve BV has declared in writing that it agrees to this. Return shipments without such written approval shall not affect the obligation to pay the invoice amounts, while the resulting costs shall be for the account of the buyer.
5. In geval van een vermeende toerekenbare tekortkoming, of in andere gevallen, kunnen de goederen door de koper slechts worden geretourneerd nadat Nilsen Steve BV schriftelijk heeft verklaard hiermee in te stemmen. Retourzendingen zonder deze schriftelijke toestemming laten de verplichting tot betaling van de factuurbedragen onverlet, terwijl de daaruit voortvloeiende kosten voor rekening van de koper komen.
1. To meet service requests, the items must be in the possession of the first user and within the area in which the Nilsen Steve BV sales organisation through which the items were sold operates. If this is not the case, Nilsen Steve BV will undertake inspections and/or repair activities.
2. The delivered goods must possess the properties that the buyer may expect on the basis of the agreement under normal use (conformity). This also applies to special use, insofar as this was foreseen by the parties when the contract was concluded. If these expectations are not met, the customer is entitled to repair or replacement, release and/or price reduction. This shall be at the discretion and choice of Nilsen Steve BV or a person or body designated by it.
3. In addition, Nilsen Steve BV grants the goods it delivers, insofar as it concerns defects of which Nilsen Steve BV cannot make it plausible that these are the result of use that does not correspond with the intended use, an expiring product guarantee of 2 years, counting from the day of invoicing to the buyer. This means that Nilsen Steve BV will come up with a solution free of charge within two years of purchase in the event of defects in delivered items that are not attributable to normal use. During the 2nd year, Nilsen Steve BV will charge 2/3 of the repair costs to the user under the condition that;
– The service request is handled directly and without further intervention by the buyer, with the end user.
– The items are still in original condition as per delivery and invoicing to buyer.
4. Improper handling of or insufficient care for the delivered goods excludes any complaint and voids warranties, if and to the extent the complaint is related to such improper handling or insufficient care.
5. Exclusions; no complaint to be made about this:
1. Normal wear and tear and damage with normal use to be expected.
2. Deformation and cracking due to outdoor use.
3. Discolouration, e.g. due to ingress of daylight, of the product.
4. Damage caused by improper use or maintenance.
5. Indirect damages resulting from any defect, such as loss of income etc. are also excluded from the warranty.
6. The natural characteristics of wood.
7. Slight colour differences, even when ordered simultaneously, between mortex surfaces or surfaces in a seating arrangement or when ordered with multiple items cannot be avoided and are not covered by the Nilsen Steve BV usage guarantee.
8. Shading and similar optical effects,
9. Improper assembly or services by unqualified persons.
10. Inappropriate or project-based use of furniture made for private use.
11. Exposure of the product to unwanted heat, humidity, liquids and maintenance agents.
12. Damage caused by sharp, hot or damp objects.
13. Environmental influences such as drought, humidity, light and temperature to an undesirable extent.
14. Wilful destruction, theft, overloading and damage following an accident.
15. Damage and stains caused by pets, heat sources and mould caused by moisture (the ‘weather’).
16. Stains caused by body moisture, body and hair products.
17. Discolouration due to drug use (toxic reaction).
18. Any changes caused by acid and/or alcohol-containing agents, as well as solvents. Unauthorised attempts at cleaning, repair or improvement.
19. Circles due to moisture and condensation not removed.
20. Natural colour and texture difference in furniture made of wood and mortex.
21. Schade aan de lakafwerking in de uithardings-periode van mortex meubels.
LIMITATION OF LIABILITY
1. To the extent permitted by law, Nilsen Steve BV’s liability for damage caused by defects in the delivered goods shall be limited to the net invoice amount of the delivered goods, unless the consequences of this exoneration are demonstrably unreasonably onerous for the buyer.
2. Nilsen Steve BV shall never be liable for indirect damage including third-party damage or loss of profit, unless the consequences of this exoneration are demonstrably unreasonably onerous for the buyer.
IMPRACTICABILITY OF THE AGREEMENT DUE TO FORCE MAJEURE
1. If compliance with the agreement is temporarily impossible due to a cause not attributable to either party, the other party shall be relieved of its obligations for that period. If fulfilment of the agreement is permanently impossible for one of the parties, in whole or in part, due to a cause that cannot be attributed to him, both parties shall make such efforts as the reasonableness and fairness require in order to still fully or partially fulfil the agreement. The parties will enter into consultation to this end. If the parties fail to reach agreement, they shall have the right to dissolve the agreement in full or in part, respectively, against reimbursement to the other party of the costs reasonably incurred. The parties shall immediately notify the other party of the occurrence of the circumstances of the non-attributable failure.
1. All payments must be received by Nilsen Steve BV net in cash, without any set-off, within 8 working days of the invoice date. In the event delivery takes place after the invoice date, the day of delivery shall apply as the invoice date, unless otherwise agreed.
2. Any credit notes, relating to goods or services delivered by Nilsen Steve BV, will be settled with the next invoice, but at the latest within one month.
3. From the moment payment is due, the buyer shall owe interest of 1% of the invoice amount for every month or part of the month by which the due date is exceeded, with a maximum of 12% per year.
4. The buyer shall be in default by the mere expiry of the payment term or the non-fulfilment of any obligation, but Nilsen Steve BV shall give one written reminder before proceeding to further measures.
5. In the event of non-payment of any claimable amount, suspension of payments, application for a moratorium, bankruptcy or liquidation of the buyer’s goods, Nilsen Steve BV is entitled to dissolve the delivery agreement or that part of it that has not yet been performed at that time without further ado and without any judicial intervention being required, and to reclaim the goods that have not yet been paid for, without prejudice to its right to compensation for any loss it may incur as a result thereof. In such cases any claim which Nilsen Steve BV has against the buyers shall be immediately due and payable.
6. By the mere conclusion of the purchase agreement, the buyer is obliged to pay all extrajudicial costs, including the costs of legal assistance and advice prior to the proceedings, in connection with the buyer’s failure to fulfil any obligation towards Nilsen Steve BV, irrespective of the interest compensation referred to in paragraph 3 of this article. The extrajudicial collection costs amount to a maximum of 15% of the amount to be claimed with a minimum of € 120.
7. If payment is not made by the due date, the costs referred to in paragraph 6 shall include postage of letters of reminder, costs charged by those charged by Nilsen Steve BV with collection, etc.
EXCLUSION PRECENDENT OPERATION
1. When deviations from these general conditions are permitted by Nilsen Steve BV, whether tacitly or not, for a short or longer period of time, this does not affect its right to still demand direct and strict compliance with these conditions. The buyer or end user can never assert any right on the basis of the fact that Nilsen Steve BV applies these conditions smoothly.
APPLICABLE LAW AND COMPETENT COURT
1. All offers, agreements and their execution are governed exclusively by Belgian law.
2. All disputes shall, to the extent they exceed the jurisdiction of the subdistrict court, be settled by the court in the district where Nilsen Steve BV.