General Terms and Conditions of Sale and Delivery

(also trading as Beerens Group) AND ITS SUBSIDIARIES, namely: Beerens Winkelinterieurs BV, Beerens Interieurs BV, Beerens Interieurbouw BV, and Beerens Projectinrichting BV, with registered offices and headquarters in Rijen, municipality of Gilze en Rijen, at Europalaan No. 2.

Article 1:

1.1 These general terms and conditions apply to every offer and every agreement between Beerens Groep B.V. and a counterparty to which Beerens Groep B.V. has declared these terms applicable, unless the parties have explicitly agreed otherwise.
1.2 These general terms and conditions apply to every assignment, offer, and agreement between Beerens Groep B.V. and a counterparty to which Beerens Groep B.V. has declared these terms applicable, unless the parties have explicitly and in writing agreed otherwise. The applicability of Article 6:225(3) of the Dutch Civil Code is excluded in cases where the counterparty also refers to its own general terms and conditions.
1.3 These general terms and conditions also apply to all agreements with Beerens Groep B.V. for the performance of which Beerens Groep B.V. makes use of the services of third parties.
1.4 If a counterparty wishes to deviate from the general terms and conditions of Beerens Groep B.V., the counterparty must submit a proposal to that effect explicitly and in writing to Beerens Groep B.V. Acceptance of such a proposed amendment by the counterparty can only occur explicitly and in writing by Beerens Groep B.V.
1.5 If one or more provisions in these general terms and conditions are null and void or are annulled, the remaining provisions of these general terms and conditions shall remain in effect. Beerens Groep B.V. and the counterparty shall agree on new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the original provisions.

Article 2:

Quotations and orders
2.1 Quotations, offers, stock lists, and price lists made by Beerens Groep B.V. are entirely without obligation and are therefore not binding. The prices stated in a quotation are exclusive of VAT, unless otherwise indicated.
2.2 Images and descriptions in offers, quotations, prospectuses, catalogs, drawings, designs, order confirmations, calculations, measurements and weights, color specifications, as well as information provided by Beerens Groep B.V., are not binding on the latter.
2.3 Agreements to which Beerens Groep B.V. is a party are only considered to have been concluded: a) after both parties have signed an agreement or completed form drawn up for this purpose, with effect from the date of signing, or; b) after receipt and acceptance of the written acceptance by the other party of an offer made by Beerens Groep B.V.; c) failing that, upon delivery by the other party to Beerens Groep B.V. of the goods and/or information to be supplied.
2.4 If a natural person enters into an agreement on behalf of or for the account of another natural person, he declares – by signing the contract – that he is authorized to do so. This person is jointly and severally liable with the other natural person for all obligations arising from the agreement.
2.5 Beerens Groep B.V. reserves the right to refuse an order without stating reasons.
2.6 If the acceptance by the other party deviates from the offer included in the quotation, Beerens Groep B.V. is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless Beerens Groep B.V. indicates otherwise.
2.7 A composite quotation does not oblige Beerens Groep B.V. to perform part of the order for a corresponding part of the quoted price.
2.8 If Beerens Groep B.V. enters into agreements with the other party more than once, the present general terms and conditions shall always apply to all subsequent agreements, regardless of whether or not they have been explicitly declared applicable.
2.9 Offers or quotations do not apply to follow-up orders.
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Article 3:

Risk

3.1 Even if Beerens Groep B.V. is commissioned to arrange transport, the goods are at the expense and risk of the other party (including transport risk, war risk, and all other risks) immediately after leaving the warehouse.

Article 4:

Purchase obligation

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

Article 5:

Delivery time

5.1 An agreed delivery time is not a strict deadline, unless expressly 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 composite quotations

6.1 Beerens Groep B.V. is permitted to deliver goods sold 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 authorized to invoice each partial delivery.
6.2 In the case of composite quotations, there is no obligation to deliver a part at a proportionate part of the price quoted for the whole.

Article 7:

Cancellation

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

Article 8:

Termination of the agreement

8.1 Beerens Groep B.V.’s claims against the other party are immediately due and payable in the following cases: – Circumstances that come to the attention of Beerens Groep B.V. after the conclusion of the agreement give the latter good reason to fear that the other party will not fulfill its obligations. – If Beerens Groep B.V. has asked the other party to provide security for the performance of the agreement upon conclusion of the agreement and this security is not provided or is insufficient. – In the aforementioned cases, Beerens Groep B.V. is authorized to suspend further performance of the agreement or to proceed with termination of the agreement, all this without prejudice to Beerens Groep B.V.’s right to claim damages.
8.2 If circumstances arise with regard to persons or materials that Beerens Groep B.V. uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so difficult and/or disproportionately costly that compliance with the agreement can no longer reasonably be demanded, Beerens Groep B.V. is entitled to terminate the agreement.
8.3 If the agreement is dissolved, Beerens Groep B.V.’s claims against the other party will become immediately due and payable. If Beerens Groep B.V. suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
8.4 Beerens Groep B.V. reserves the right to claim compensation at all times.

Article 9:

Ownership conditions

9. 1 Beerens Groep B.V. retains title to the goods delivered to the other party until all its claims against the other party in respect of the consideration for goods delivered or to be delivered by Beerens Groep B.V. to the other party under any agreement, as well as in respect of the consideration for work performed or to be performed by Beerens Groep B.V. under such an agreement, as well as in respect of compensation for failure to comply with the aforementioned agreements, have been satisfied.
9.2 Goods delivered by Beerens Groep B.V. that are subject to retention of title pursuant to paragraph 1 may only be resold in the context of normal business operations. Furthermore, the other party is not authorized to pledge the goods or to establish any other right to them.
9.3 Beerens Groep B.V. is hereby irrevocably authorized by the other party to take back (or have taken back) the goods delivered under retention of title without any judicial intervention, summons, or notice of default. The other party must cooperate in this, on pain of forfeiting a penalty of €500 per day that it remains in default. The agreement will not be dissolved by Beerens Groep B.V. taking back the goods, unless Beerens Groep B.V. has notified the other party to this effect.
9.4 If third parties wish to establish or assert any rights to the goods delivered under retention of title, the other party is obliged to inform Beerens Groep B.V. of this as soon as may reasonably be expected.
9.5 At Beerens Groep B.V.’s first request, the other party undertakes: – To insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to make the insurance policy available for inspection by Beerens Groep B.V. – Pledge all claims of the other party against insurers with regard to the goods delivered under retention of title to Beerens Groep B.V. in the manner prescribed in Article 3:239 of the Dutch Civil Code. – To pledge the claims that the other party acquires against its customers when reselling goods delivered by Beerens Groep B.V. under retention of title to the latter in the manner prescribed in Article 3:239 of the Dutch Civil Code. – To mark the goods delivered under retention of title as the property of Beerens Groep B.V. – To cooperate in other ways with all reasonable measures that Beerens Groep B.V. wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the other party in the normal conduct of its business.

Article 10:

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10.1 The other party is responsible for checking the number of items delivered. If no complaint is made immediately after receipt regarding the number of items delivered, the quantities stated on the consignment notes, delivery notes, or similar documents will be deemed to be correct. Complaints regarding any shortages or damage must be noted by the other party on the receipt in order to be valid.
10.2 If visible defects or shortages are found, the other party must report these in writing to Beerens Groep B.V. within 8 days of delivery.
10.3 The other party must report any non-visible defects to Beerens Groep B.V. in writing within 8 days of discovery, but no later than 1 month after delivery.
10.4 Even if the other party submits a complaint in a timely manner, its obligation to pay for and accept orders placed remains in force. Goods may only be returned to Beerens Groep B.V. with prior written permission.
10.5 Any right to complain shall lapse upon the total or partial processing of the goods.
10.6 If the complaint is justified, Beerens Groep B.V. will, at its discretion, either pay fair compensation not exceeding the invoice value of the goods delivered or replace the goods delivered free of charge, after the original goods delivered have been returned to Beerens Groep B.V. 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 included in these general terms and 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 is never entitled to return the goods unless Beerens Groep B.V. has agreed to this in writing. If a return shipment takes place without Beerens Groep B.V.’s written consent and Beerens Groep B.V. nevertheless proceeds to accept the shipment, this will always be at the expense and risk of the other party. The shipment will then be held by Beerens Groep B.V. at the expense and risk of the other party, without this implying any acknowledgment of the validity of any complaints.

Article 11:

Price increase

11.1 If Beerens Groep B.V. agrees on a specific price with the other party, the former is nevertheless entitled to increase the price; Beerens Groep B.V. may charge the product or project price applicable at the time of delivery in accordance with its price list applicable at that time. However, if the price increase exceeds 10%, the other party has the right to terminate the agreement.

Article 12:

Packaging

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

Article 13:

Payment

13.1 Payment must be made within 14 days of the invoice date, in euros. After 14 days following the invoice date, the other party will automatically be in default without further notice of default being required. From the moment of default, the other party will owe interest of 2% per month or part thereof on the amount due from the due date.
13.2 In the event of liquidation, bankruptcy, or suspension of payments of the other party, the obligations of the other party shall become immediately due and payable.
13.3 Payments made by the other party shall first be used to settle all interest and costs owed, and secondly to settle the longest outstanding invoices, even if the other party states that the payment relates to a later invoice.
13.4 Payment must be made without any discount or set-off.
13.5 Beerens Groep B.V. reserves the right at all times (even if the purchase was concluded under different conditions) to ship the goods cash on delivery or to demand payment in advance.
13.6 If the other party is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the other party. In any case, the other party shall owe Beerens Groep B.V. the following extrajudicial collection costs: – 15% on the first €3,250. – 10% on the amount exceeding €3,250 up to €6,500. – 8% on the excess up to €16,250. – 5% on the excess up to €65,000. – 3% on the excess above that amount.
13.7 If Beerens Groep B.V. demonstrates that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
13.8 In addition to the liquidated legal costs that may be collected immediately and determined by a court ruling, the other party shall also owe Beerens Groep B.V. any further legal costs incurred by the latter in all instances, except insofar as the other party demonstrates that these are unreasonably high. This only applies if the parties are involved in legal proceedings relating to an agreement to which these general terms and conditions apply and a court ruling becomes final and binding, in which the other party is found to be wholly or predominantly in the wrong.

Article 14:

Force majeure

14.1 Force majeure is understood to mean circumstances that prevent the fulfillment of the obligation and that cannot be attributed to Beerens Groep B.V. This includes (if and insofar as these circumstances make fulfillment impossible or unreasonably difficult): – Strikes in companies other than Beerens Groep B.V. – Wildcat strikes or political strikes in the company of Beerens Groep B.V. – A general shortage of necessary raw materials and other items or services required to achieve the agreed performance. – Unforeseeable stagnation at suppliers or other third parties on which Beerens Groep B.V. depends. – General transport problems, ice conditions, government measures, war, mobilization, transport obstacles, import and export obstacles.
14.2 Beerens Groep B.V. also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Beerens Groep B.V. should have fulfilled its obligations.
14.3 During force majeure, Beerens Groep B.V.’s delivery and other obligations will be suspended. If the period during which Beerens Groep B.V. is unable to fulfill its obligations due to force majeure lasts longer than is reasonable, taking all circumstances into account, both parties are entitled to terminate the agreement without any obligation to pay compensation.
14.4 If, at the time of the occurrence of force majeure, Beerens Groep B.V. has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or deliverable separately, and the other party is 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:

Confidentiality

15.1 The parties are obliged to maintain confidentiality regarding all confidential information that they have obtained from each other or from other sources within the framework of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
15.2 If Beerens Groep B.V. is required by law or court order to disclose confidential information to third parties designated by law or the competent court, and Beerens Groep B.V. cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, Beerens Groep B.V. shall not be liable for any compensation or indemnification and the other party shall not be entitled to terminate the agreement on the grounds of any damage resulting therefrom.

Article 16:

Intellectual property and copyrights

16.1 Without prejudice to the provisions of these general terms and conditions, Beerens Groep B.V. reserves the rights and powers vested in Beerens Groep B.V. under intellectual property law and the Copyright Act.
16.2 All items sold and/or produced by Beerens Groep B.V., designs, sketches, and drawings provided are intended exclusively for use by the other party and may not be reproduced, resold, edited, copied, reproduced, published, or disclosed to third parties, unless the nature of the items sold or documents provided dictates otherwise.
16.3 Beerens Groep B.V. reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Article 17:

Miscellaneous

17.1 The transport of goods is always at the expense and risk of the other party. Vertical transport will be charged on the basis of actual costs. In the case of installation by Beerens Groep B.V., uninterrupted installation is assumed: any interruptions will be charged at an additional €440 per interruption. The other party must therefore ensure that the space to be fitted out is clean and empty so that assembly can commence immediately. In the case of assembly by Beerens Groep B.V., the price does not include assistance to third parties in any form whatsoever, nor does it include cutting holes, milling slots, finishing work, etc.
17.2 All sales are made under the express condition that all events relating to freight charges, import duties, government levies, taxes, etc., which bring about a change in the circumstances prevailing at the time of the conclusion of the agreement, are for the account of the other party, on the understanding that the purchase price will be increased by the amount of the additional freight costs, levies, taxes, import duties, etc.

Article 18:

Dispute resolution

18.1 Notwithstanding the statutory rules governing the jurisdiction of the civil court, any dispute between the parties arising from or in connection with a purchase agreement or other agreements resulting therefrom shall, if the court has jurisdiction, be settled by the court in Breda. However, Beerens Groep B.V. remains entitled to summon the other party to appear before the civil court with jurisdiction under the law or the applicable European Convention.

Article 19:

Applicable law

19.1 Dutch law applies to every agreement between Beerens Groep B.V. and the other party.