General terms and conditions B Living B.V. in Hengelo

Delivery terms and conditions

General terms and conditions of the private limited company B Living B.V., established in Hengelo at Platinastraat 100. Registered on 27.11.19 at the Chamber of Commerce under number 76499561.

Article 1: Applicability of these terms and conditions

These terms and conditions apply to every offer and every agreement concluded between the Besloten Vennootschap B Living B.V., hereinafter referred to as B Living, and a contracting party to which B Living has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing. Offers made by B Living are free of obligation; they are valid for a period of 30 days, unless otherwise indicated, and subject to the condition that goods to be delivered are unsold and in stock.

Article 2: Delivery

Unless otherwise agreed, delivery shall be ex warehouse.
The other party shall be obliged to take delivery of the purchased goods at the time they are made available to it in accordance with the agreement. If the counterparty refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods shall be stored at the counterparty's risk. The counterparty shall in this case owe all additional costs, including in any case storage costs.
The delivered goods may not be redelivered by the other party to high-risk countries and to buyers sanctioned by an EU or OFAC.  

Article 3: Delivery time

An agreed delivery time does not constitute a deadline, unless expressly agreed otherwise. In case of late delivery, the other party must therefore give B Living written notice of default. Force majeure for B Living as the cause of late delivery shall include all circumstances which must reasonably be considered to prevent timely delivery. In particular, force majeure shall apply to non-delivery or late delivery by a supplier or suppliers to B Living, or when the goods sold by those suppliers do not reach B Living, or do not reach it on time. In such cases B Living shall have the option to postpone delivery until a time to be specified to the other party, or to dissolve the agreement. The other party shall - except in cases of force majeure - only be entitled to demand dissolution of the agreement if B Living is in default after the expiry of the agreed delivery period, after having received a written reminder whereby it has been granted a reasonable period in which to perform, and if its failure to perform is not of a special nature or of minor importance.

Exceeding the term of delivery for whatever reason shall not entitle the other party to compensation or non-fulfilment of any obligation it may have under the agreement or any related agreement. Should B Living nonetheless for whatever reason be held liable for exceeding the delivery time, the other party may, if it has suffered damage as a result of the delay, demand no more compensation than half a per cent of the invoice price for each full week by which the delivery time has been exceeded, up to a maximum of 5%.

Article 4: Minimum order amount and free delivery

We apply a minimum order amount per country. Up to a certain amount, we also charge part of the shipping costs. You can find the amounts per country in the table below:

Please note: when ordering glassware, think vases, tea lights, etc., the shipment will be a pallet shipment. This is due to the fact that we cannot guarantee damage-free arrival of fragile goods with DPD.

SHIPPING COSTS PER COUNTRY	DPD			PALLET
COUNTRY	MINIMUM ORDER VALUE	SHIPPING COSTS	FREE DELIVERY	MINIMUM ORDER VALUE	SHIPPING COSTS	FREE DELIVERY
NL/BE	275EUR	25EUR	500EUR	275EUR	50EUR	650EUR
DE/LU	275EUR	25EUR	500EUR	275EUR	75EUR	1000EUR
AT/FR	275EUR	25EUR	500EUR	275EUR	200EUR	1500EUR
DK/IT	275EUR	50EUR	750EUR	275EUR	250EUR	2500EUR
OTHER EUROPE	275EUR	50EUR	750EUR*	275EUR	EX WORKS
OTHER OUTSIDE EUROPE				275EUR	EX WORKS

    *Excluding document costs

Article 5: Changes to the goods to be delivered

B Living shall be authorised to deliver goods deviating from what has been agreed if it concerns changes to the goods to be delivered, the packaging or accompanying documentation required to comply with the applicable statutory regulations, or if it concerns minor changes to the goods that represent an improvement.

Article 6: Termination of the agreement

The claims of B Living against the other party shall be immediately due and payable in the following cases:
- if after the agreement has been concluded B Living becomes aware of circumstances that give B Living good reason to fear that the other party will not be able to fulfil its obligations;

- if B Living has asked the other party at the time the agreement was concluded to provide security for fulfilment and this security has not been provided or is insufficient.

In the above cases B Living shall be authorised to suspend further execution of the agreement or to dissolve it, without prejudice to B Living's right to claim damages.

If any circumstances arise with respect to persons and/or materials used by B Living in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so problematic and/or disproportionately expensive that fulfilment of the agreement can no longer reasonably be required, B Living shall be authorised to dissolve the agreement.

Article 7: Reservation of title

Goods delivered by B Living shall remain the property of B Living until the other party has complied with all the following obligations under all purchase agreements concluded with B Living:
- the consideration(s) relating to the good(s) delivered or to be delivered itself;

- any claims on account of non-compliance by the other party with a purchase agreement(s).

Goods delivered by B Living, which pursuant to paragraph a are subject to retention of title, may only be resold in the context of normal business operations. Furthermore, the other party is not authorised to pledge the goods or to establish any other right to them.

If the other party fails to meet its obligations or if there are well-founded fears that it will fail to do so, B Living shall be entitled to remove, or have removed, from the other party or from third parties holding the goods on behalf of the other party, any goods to which the retention of title referred to under a. above applies. The other party shall be obliged to provide every assistance in this matter on penalty of a fine of 10% of the amount due per day.

If third parties wish to establish or assert a right to the goods delivered under retention of title, the other party shall be obliged to notify B Living as soon as may reasonably be expected.
The other party is obliged at the first request of B Living:

- insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft, and present the policy of this insurance for inspection;

- to pledge all claims of the other party against insurers relating to the goods delivered under retention of title to B Living in the manner prescribed in Article 3:239 of the Dutch Civil Code;

- to pledge to B Living, in the manner prescribed in Article 3:239 of the Netherlands Civil Code, any claims that the other party may acquire against its purchasers on the resale of goods delivered by B Living under reservation of title;

- to mark the goods delivered under reservation of title as the property of B Living;

- to cooperate in other ways to all reasonable measures which B Living wishes to take to protect its property rights to the goods and which do not unreasonably hinder the other party in the normal conduct of its business.

Article 8: Defects; complaint periods/claims

The counterparty should examine the purchased goods upon delivery. Hereby the counterparty should check whether the delivered goods meet the agreement, namely:
- whether the correct goods have been delivered;

- whether the goods delivered correspond with the agreed quantity;

- whether the goods delivered meet the agreed quality requirements; if these are missing, the requirements that may be set for normal use and/or commercial purposes.

 

Article 9: Price increase

If B Living agrees a certain price with the other party, B Living shall nevertheless be entitled to increase that price. B Living may charge the price applicable at delivery according to its current price list.

If the price increase is more than 15%, the purchaser shall be entitled to dissolve the agreement.

Article 10: Payment

Unless otherwise agreed, payment must be made within 15 days of the invoice date:
- by means of legal tender at the address of B Living;

or by transfer of the amount due to Rabobank IBAN: NL24 RABO 0349 2443 40 in the name of B Living B.V., Hengelo, quoting debtor number, invoice number and invoice date.

After expiry of 15 days from the invoice date, the other party shall be in default. From the moment of default, the other party shall owe interest on the amount due and payable at the statutory interest rate on the invoice date plus 2%.

In case of liquidation, bankruptcy or suspension of payment of the other party, the obligations of the other party shall be immediately due and payable.
Payment should take place without discount or settlement.

Article 11: Packaging

The other party shall be obliged to return loaned packaging, including one-way pallets, to B Living within 30 days empty and in an undamaged condition. If the other party fails to meet its obligations with respect to packaging, all costs arising therefrom shall be for its account. These costs shall include, inter alia, costs arising from the late return, costs of replacement, repair or cleaning.

Article 12: Credit limitation

Does not apply

Article 13: Collection costs

If the other party is in default or breach of one or more of its obligations, all costs incurred to obtain extrajudicial settlement shall be borne by the other party.

Article 14: Liability

B Living shall not be liable for losses suffered by the other party, either directly or indirectly, of whatever nature. B Living shall not be liable to pay any compensation for damage resulting from or caused by the use of the goods delivered or their unsuitability for the purpose for which the other party purchased them. By taking delivery of the goods delivered by or on behalf of the other party, the other party indemnifies B Living against any and all claims for compensation for damages made by the other party and/or third parties, regardless of whether the damage was caused by a manufacturing defect or any other cause.

Should B Living nevertheless be found liable vis-à-vis the other party, the other party shall not be entitled to claim higher compensation than the amount equal to the invoice value of the goods delivered by B Living to the other party in respect of which the liability has arisen.

Article 15: Dispute resolution

Notwithstanding the statutory rules for the competence of the civil court, any dispute between B Living and the other party, in the event the court is competent, shall be settled by the District Court at Zwolle, The Netherlands. However, B Living shall remain authorised to summon the other party to appear before the court that is competent according to the law or international conventions.

Article 16: Applicable law

Any agreement between B Living and the other party shall be governed by Dutch law.