(also trading as Beerens Group ) AND PARTICIPANTS, namely: Beerens Winkelinterieurs BV, Beerens Interieurs BV, Beerens Interieurbouw BV and Beerens Projectinrichting BV, having their registered offices and places of business in Rijen, municipality of Gilze en Rijen, at Europalaan nr. 2.

Article 1:
1.1 These General Terms and Conditions apply to every offer and every agreement between Beerens Groep B.V. and the other party to which Beerens Groep B.V. has declared these Terms and Conditions applicable, insofar as the parties have not explicitly deviated from these Terms and Conditions.
1.2 These General Terms and Conditions apply to every order, offer and agreement between Beerens Groep B.V. and the other party to which Beerens Groep B.V. has declared these General Terms and Conditions applicable, insofar as the parties have not explicitly deviated from these General Terms and Conditions in writing. The parties exclude the applicability of Article 6:225 paragraph 3 of the Dutch Civil Code in cases where the other party also refers to its general terms and conditions.
1.3 These General Conditions also apply to all agreements with Beerens Groep B.V. for the execution of which Beerens Groep B.V. engages the services of third parties.
1.4 If the other party wishes to deviate from the General Conditions of Beerens Groep B.V., the other party must explicitly make a proposal to that effect in writing to Beerens Groep B.V.. Beerens Groep B.V. can only explicitly accept such a proposal in writing.
1.5 If one or more of the provisions of these General Conditions are null and void or should be annulled, the other provisions of these General Conditions will remain in force. Beerens Groep B.V. and the other party will agree new provisions to replace the invalid or annulled ones, taking into consideration the purpose and purport of the original provisions.

Article 2:
Quotations and orders
2.1 All offers, quotations, stock lists and price lists made by Beerens Groep B.V. are without engagement and therefore do not bind Beerens Groep B.V.. The prices mentioned in an offer are exclusive of VAT, unless otherwise indicated.
2.2 Illustrations and descriptions in offers, quotations, prospectuses, catalogues, drawings, designs, order confirmations, calculations, indications of size and weight, colour specifications as well as data supplied by Beerens Groep B.V. do not bind Beerens Groep B.V..
2.3 Contracts to which Beerens Groep B.V. is a party will only be considered concluded: a) after both parties have signed a contract or completed a form drawn up for that purpose, as from the date of signature, or; b) after the other party has received and accepted in writing an offer made by Beerens Groep B.V.; c) in the absence thereof, by the other party handing over the goods and/or information to be supplied to Beerens Groep B.V.
2.4 If a natural person concludes an agreement on behalf of or for the account of another natural person, he declares - by signing the contract - that he is authorised to do so. This person, in addition to the other natural person, is jointly and severally liable for all obligations arising from the contract.
2.5 Beerens Groep B.V. reserves the right to refuse an order without giving reasons.
2.6 If the acceptance by the other party deviates from the offer given in the quotation, Beerens Groep B.V. is not bound by it. The agreement will then not come into being in accordance with this deviating acceptance, unless Beerens Groep B.V. indicates otherwise.
2.7 A compound quotation does not oblige Beerens Groep B.V. to carry out part of the order at a corresponding part of the quoted price.
2.8 If Beerens Groep B.V. enters into agreements with the other party more than once, these General Conditions will apply to all subsequent agreements, irrespective of whether they have been explicitly declared applicable.
2.9 Offers or quotations do not apply to follow-up orders.

Article 3:


3.1 The goods are, also in the event that Beerens Groep B.V. has been entrusted with the care of the transport, immediately after leaving the warehouse at the expense and risk of the other party (including the transport risk, molecular risk and all other risks).

Article 4:

Collection obligation

4.1 The other party shall be obliged to take delivery of the purchased goods at the moment they are delivered to it or at the moment they are made available to it in accordance with the agreement. If the other party refuses to take delivery or is negligent in the provision of information or instructions necessary for delivery, the goods shall be stored at the risk of the other party. The other party shall in that case owe all additional costs, including in any case storage costs.

Article 5:

Delivery time

5.1 An agreed delivery time is not a deadline, unless explicitly agreed otherwise. In the event of late delivery the other party must therefore give Beerens Groep B.V. written notice of default.

Article 6:

Partial deliveries and combined price quotes

6.1 Beerens Groep B.V. is allowed to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Beerens Groep B.V. is entitled to invoice each partial delivery.
6.2 In the case of composite price quotes there is no obligation to deliver a part at a corresponding part of the price quoted for the whole.

Article 7:


7.1 Cancellation of an order must take place within 8 days of the placing of the order. Cancellation of an order by the other party will, at Beerens Groep B.V.'s discretion, only be accepted if the other party is prepared to pay the costs already incurred by Beerens Groep B.V.. These costs will be at least 15% of the agreed price with a minimum amount of € 250,- without prejudice to the other party's right to full compensation, including loss of profit.
7.2 Cancellation must be effected by registered letter.

Article 8:

Termination of the Agreement

8.1 Claims of Beerens Groep B.V. on the other party will be due on demand in the following cases - After the agreement has been concluded, Beerens Groep B.V. learns of circumstances that give the other party good reason to fear that the other party will not fulfil its obligations. - If on the conclusion of the agreement Beerens Groep B.V. asked the other party to furnish security for the fulfilment of its obligations and this security was not provided or is insufficient. - In the mentioned cases Beerens Groep B.V. will be entitled to suspend further performance of the agreement or to dissolve the agreement, all this without prejudice to Beerens Groep B.V.'s right to claim damages.
8.2 If circumstances arise concerning persons or material used or used by Beerens Groep B.V. in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or problematic and/or disproportionately expensive that compliance with the agreement can no longer reasonably be demanded, Beerens Groep B.V. has the right to dissolve the agreement.
8.3 If the agreement is dissolved, the claims of Beerens Groep B.V. against the other party will become due on demand. If Beerens Groep B.V. suspends fulfilment of the obligations, it shall retain its claims pursuant to the law and the agreement.
8.4 Beerens Groep B.V. reserves the right to claim damages at all times.

Article 9:

Terms of ownership

9.1 Beerens Groep B.V. retains title to the goods delivered to the other party, until all its claims against the other party with respect to the consideration for the goods delivered or to be delivered by Beerens Groep B.V. to the other party by virtue of any agreement, as well as with respect to the consideration for the work performed or to be performed by Beerens Groep B.V. for the other party by virtue of such an agreement, and with respect to damages as a result of the non-fulfilment of the afore-mentioned agreements, have been satisfied.
9.2 Goods delivered by Beerens Groep B.V. which are subject to retention of title by virtue of paragraph 1 may only be sold on within the framework of normal business activities. Furthermore, the other party is not entitled to pledge the goods or to establish any other right on them.
9.3 Beerens Groep B.V. is hereby irrevocably authorised by the other party to take back (or have taken back) the goods that have come under retention of title without any judicial intervention, summons or notice of default being required. The other party must give its cooperation for this on penalty of a fine of € 500.00 per day that it remains in default. Withdrawal by Beerens Groep B.V. will not dissolve the agreement, unless Beerens Groep B.V. has notified the other party accordingly.
9.4 If third parties wish to establish or assert any right on the goods delivered under retention of title, the other party is obliged to inform Beerens Groep B.V. thereof as soon as can reasonably be expected.
The other party engages to have the goods delivered subject to retention of title insured and to keep them insured against fire, explosion and water damage as well as against theft and to submit the insurance policy to Beerens Groep B.V. for inspection. - The claims which the other party acquires against its buyers on resale of the goods delivered by Beerens Groep B.V. under retention of title are to be pledged to Beerens Groep B.V. in the manner prescribed in Article 3:239 of the Netherlands Civil Code. Beerens Groep B.V. will cooperate in other ways with all reasonable measures Beerens Groep B.V. wishes to take to protect its proprietary rights with regard to the goods and which do not unreasonably hinder the other party in the normal course of his business.

Article 10:


10.1 The inspection of the unit loads of the delivered goods rests with the other party. If no complaint is made immediately upon receipt regarding the piecework delivered, the quantities stated on the waybills, delivery notes or similar documents shall be deemed correct. In order to be valid, complaints regarding any defects or damage must be noted by the other party on the receipt.
10.2 If visible defects or shortages are discovered, the other party must report these to Beerens Groep B.V. in writing within 8 days of delivery.
10.3 Non-visible defects must be reported in writing to Beerens Groep B.V. within 8 days of their discovery, but no later than within 1 month of delivery.
10.4 Even if the other party complains in time, its obligation to pay and take delivery of orders placed will remain unaffected. Goods can only be returned after prior written consent has been obtained from Beerens Groep B.V.
10.5 By the complete or partial processing of the goods, all rights to complain lapse.
10.6 If the complaint is well-founded, Beerens Groep B.V. will, at its discretion, either pay fair compensation to a maximum of the invoice value of the delivered goods or replace the delivered goods free of charge after Beerens Groep B.V. has received the original goods back. Beerens Groep B.V. is not obliged to pay any further compensation. Indirect damage will never be compensated.
10.7 The limitations of liability for damage contained in these General Conditions do not apply if the damage is due to intent or gross negligence on the part of Beerens Groep B.V. or its employees.
10.8 The other party will never have the right to return the goods, unless Beerens Groep B.V. has agreed to this in writing. If a return consignment is sent out for which Beerens Groep B.V. has not agreed in writing and the other party nevertheless accepts the delivery, this will always take place for the account and risk of the other party. Beerens Groep B.V. will keep the consignment at the disposal of the other party for the account and risk of the other party, without this resulting in any acknowledgement of the correctness of possible complaints.

Article 11:

Price increase

11.1 If Beerens Groep B.V. and the other party agree upon a certain price, the other party nevertheless has the right to increase the price; Beerens Groep B.V. is entitled to charge the product or project price applicable at the time of delivery according to its current price list. If the price increase is more than 10%, the other party has the right to dissolve the contract.

Article 12:


12.1 Unless otherwise agreed, the usual packaging is free. If the packaging is charged for, it will be taken back at the price charged if it is returned free of charge in good condition.

Article 13:


13.1 Payment should be made within 14 days of the invoice date, in Euros. After the expiry of 14 days from the invoice date, the other party will automatically be in default without any further notice of default being required. The other party will owe interest of 2% per month or part thereof on the amount due from the moment of default.
13.2 In the event of liquidation, bankruptcy or suspension of payment of the other party, the obligations of the other party will be immediately due and payable.
13.3 Payments made by the other party serve in the first place to settle all interest and costs due, in the second place to settle due and payable invoices which have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
13.4 Payment should otherwise take place without discount or settlement.
13.5 Beerens Groep B.V. reserves the right at all times (also in the event the purchase has been concluded under other conditions) to send the goods C.O.D. or to demand advance payment.
13.6 If the other party is in default or breach of contract with regard to one or more of its obligations, then all reasonable costs incurred to obtain satisfaction outside the courts shall be borne by the other party. In any case the other party shall owe Beerens Groep B.V. extrajudicial collection costs: - Over the first € 3,250.00 15%. - Over the remaining sums up to € 6,500.00 10%. - For the excess amounts up to € 16.250,- 8%. - Over the remainder up to € 65.000,- 5%. - Over the excess amount 3%.
13.7 If Beerens Groep B.V. can show that it has incurred higher expenses, which were reasonably necessary, these will also be considered for compensation.
13.8 In addition to the costs of proceedings which can be directly collected and which have been liquidated by court order, the other party shall also be due to pay Beerens Groep B.V. all further judicial costs incurred by the latter in all instances, unless the other party can demonstrate that these are unreasonably high. This shall only apply if the parties are conducting legal proceedings in respect of an agreement to which these general terms and conditions apply and a court decision becomes final and conclusive whereby the other party is completely or predominantly ruled against.

Article 14:

Force majeure

14.1 Force majeure is understood to mean circumstances which prevent the fulfilment of the agreement and which cannot be attributed to Beerens Groep B.V. These circumstances include (if and in so far as they make fulfilment impossible or unreasonably difficult) - Wildcat strikes or political strikes in the company of Beerens Groep B.V. - A general lack of necessary raw materials and other goods or services required for the realization of the agreed performance. - Unforeseeable delays on the part of suppliers or other third parties on which Beerens Groep B.V. depends - General transport problems, icy conditions, government measures, war, mobilisation, transport impediments, import and export impediments.
14.2 Beerens Groep B.V. also has the right to invoke force majeure if the circumstance rendering (further) performance impossible commences after Beerens Groep B.V. should have fulfilled its obligations.
14.3 During force majeure the delivery and other obligations of Beerens Groep B.V. will be suspended. If the period in which fulfilment of the obligations by Beerens Groep B.V. is not possible owing to force majeure lasts longer than is reasonable considering all the circumstances, both parties will be entitled to dissolve the agreement, without any obligation to pay damages.
14.4 If Groep B.V. has already partially fulfilled its obligations when the force majeure arises or can only partially fulfil its obligations, it shall be entitled to separately invoice the part already delivered or the part that can be delivered, and the other party shall be obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or deliverable has no independent value.

Article 15:


15.1 The parties are obliged to keep confidential all confidential information they have obtained within the framework of their agreement from each other or from another source. Information is considered to be confidential if the other party has indicated this or if this follows from the nature of the information.
15.2 If Beerens Groep B.V. is bound by a statutory provision or a judicial decision to provide confidential information to third parties designated by law or by the competent court and Beerens Groep B.V. cannot for that purpose invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, Beerens Groep B.V. shall not be obliged to pay damages or compensation and the other party shall not be entitled to dissolve the agreement on the ground of any damage resulting from that.

Article 16:

Intellectual property and copyrights

16.1 Without prejudice to the provisions contained in these General Conditions, Beerens Groep B.V. reserves the rights and authorities to which Beerens Groep B.V. is entitled on the grounds of intellectual property law and the Auteurswet (Dutch Copyright Act).
16.2 All goods sold and/or produced by Beerens Groep B.V. as well as designs, sketches and drawings provided, are exclusively destined to be used by the other party and may not, without the prior consent of Beerens Groep B.V. be reproduced, resold, processed, copied, reproduced, made public or brought to the notice of third parties, unless the contrary ensues from the nature of the goods sold or documents provided.
16.3 Beerens Groep B.V. retains the right to use the knowledge acquired in the execution of the work for other purposes, to the extent that no confidential information is brought to the notice of third parties.

Article 17:


17.1 The transport of the goods always takes place for the account and risk of the other party. Vertical transport is charged on the basis of subsequent calculation. Assembly by Beerens Groep B.V. is assumed to be uninterrupted: for any interruptions there will be an extra charge of € 440,- per time. The other party must therefore ensure that the area to be fitted out is clean and empty, so that assembly can commence immediately. For assembly by Beerens Groep B.V. the price does not include assistance to third parties in any form whatsoever, no cutting of holes, milling of trenches, etc.
17.2 All sales will take place under the express condition that all events with regard to freight charges, import duties, government levies, taxes and suchlike which result in a change in the circumstances prevailing at the time of the conclusion of the contract, will be for the account of the other party, on the understanding that the purchase price will be increased by the amount of such additional freight charges, government levies, taxes, import duties and suchlike.
17.3 Returned undamaged materials may be compensated by Beerens Groep B.V.. However, only standard stock articles are eligible for this. Specially ordered articles do not qualify for reimbursement. In the event of a credit note, 10% of the invoice amount of the goods received will be charged as handling costs with a minimum of € 25,-. In addition, you will be charged for the freight costs of the return shipment.

Article 18:

Dispute resolution

18.1 Contrary to the legal rules on the competence of the Civil Court, each dispute between the parties arising from or resulting from a purchase agreement, or from other agreements that may be the result thereof, will, in case the District Court is competent, be settled by the District Court in Breda. Beerens Groep B.V. retains the right, however, to summon the other party before the civil court that is competent according to the law or the applicable European Convention.

Article 19:

Applicable law

19.1 All agreements between Beerens Groep B.V. and the other party are subject to Dutch law.