Artikel 1. Definitions
The following capitalised terms have the following meanings, whereby words in the singular also include the plural and vice versa:
- Agreement any agreement, order confirmation or Order together with the Terms and Conditions of Sale and Delivery concluded with the Customer, any amendment or addition thereto or further agreement, as well as all (legal) acts in preparation for and/or in execution of the Agreement.
- Customer the customer, the (legal) person who purchases Products or Services from Lamboo Dried & Deco;
- Defect problem, damage or other non-conformity that causes the Product or Service to fail to meet the agreed specifications and/or requirements, other than due to normal wear and tear, or due to the actions of the Customer, such as modifications, improper use or poor maintenance;
- Lamboo Dried & Deco Lamboo Dried & Deco B.V., with its registered office in Lisse, having its place of business at 2e Poellaan 8, 2161 CJ Lisse, registered with the Chamber of Commerce under no. 28078743.
- Order the online order form or physical order document, including any attachments, specifying the Products and/or Services covered by it.
- Products all goods and items delivered or to be delivered by Lamboo Dried & Deco in the performance of an Agreement, as specified in the Order;
- Services all work as specified in the Order and related work (in whatever form and under whatever name) that Lamboo Dried & Deco performs for or on behalf of the Customer, whether or not in connection with the delivery of Products;
- Terms and Conditions of Sale and Delivery these (general) terms and conditions of sale and delivery applicable to the delivery of Products and Services by Lamboo Dried & Deco
Artikel 2. Applicability
2.1. These Terms and Conditions of Sale and Delivery form an integral part of and apply to all requests for quotations, offers, Orders, and/or agreements for the sale and delivery of Products and/or the provision of Services.
2.2. Any purchasing or other (general) terms and conditions of the Customer shall not apply to the Agreement and are expressly rejected by Lamboo Dried & Deco.
2.3. The Customer with whom a contract has been concluded under the present terms and conditions agrees to the applicability of these Terms and Conditions of Sale and Delivery to subsequent Agreements between him and Lamboo Dried & Deco.
2.4. In the event of any conflict between the Order and the Terms and Conditions of Sale and Delivery, the Order shall prevail. In the event of any conflict between the Dutch text of the Terms and Conditions of Sale and Delivery and translations thereof, the Dutch text shall always prevail.
2.5. The term ‘in writing’ also includes by post, e-mail or another electronic medium. Documents can be legally signed by means of an electronic signature, within the meaning of Section 3:15a of the Dutch Civil Code.
Artikel 3. Agreement
3.1. Any quotation or offer made by Lamboo Dried & Deco is without obligation and revocable until the authorised representative of Lamboo Dried & Deco has expressly accepted the Order. Lamboo Dried & Deco reserves the right to revoke any offer it has made within two (2) working days of its acceptance.
3.2. Agreements are concluded after an Order has been accepted in writing by Lamboo Dried & Deco or as soon as Lamboo Dried & Deco has started to execute the Order.
3.3. Images, drawings, descriptions, measurements and weights, prices or other indications provided by Lamboo Dried & Deco in catalogues, circulars, automated data files, websites, prospectuses, price lists, offers, instruction booklets, etc. are not binding on Lamboo Dried & Deco. In particular, the Customer acknowledges that Products consisting of natural decorative materials or that have been painted, glittered or snowed are unique and may vary in shape, size, weight, colour and availability. Minor deviations and/or deviations that are customary in the industry do not constitute a Defect.
Artikel 4. Prices, invoicing and payment
4.1. All amounts due under the Agreement shall be paid in EURO; prices are in EURO and exclude any packaging and transport costs, loading and unloading, and sales tax (VAT).
4.2. If the prices of materials, wages, freight, insurance premiums, taxes, import duties, exchange rates and similar factors that determine the price increase after the conclusion of the purchase, Lamboo Dried & Deco is entitled to increase the agreed prices accordingly. Lamboo Dried & Deco is never obliged to accept subsequent follow-up orders at the price agreed in previous Agreements.
4.3. In return for the delivery of the Products and/or Services by Lamboo Dried & Deco, Lamboo Dried & Deco will invoice the amounts due and the Customer will pay the amounts within 30 days of the invoice date without any deduction, discount or set-off.
4.4. Complaints about the invoice amount must be submitted in writing to Lamboo Dried & Deco within 7 days of the invoice date, after which period the Customer will be deemed to have agreed to the invoice amount.
4.5. In the event of late payment, Lamboo Dried & Deco is entitled to suspend delivery of other Products sold by it to the Customer and/or the provision of Services until the Customer has fully complied with its payment obligations, including the payment of any contractual interest due.
4.6. If payment has not been made on the 30th day after the invoice date (unless otherwise stated on the order confirmation), the Customer shall be in default by operation of law without any notice of default being required. In that case, the Customer shall owe the statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code, as well as extrajudicial collection costs pursuant to Section 6:96(4) of the Dutch Civil Code and, in the event of legal proceedings, legal costs.
Artikel 5. Security
5.1. Lamboo Dried & Deco is at all times entitled to demand advance payment or sufficient security for the fulfilment of the Customer’s payment obligation, or supplementation of the security provided, and will only deliver or continue with delivery(ies) after this advance payment has been received or this security has been provided or supplemented. The Customer is liable for any damage suffered by Lamboo Dried & Deco as a result of this delay.
5.2. If the Customer has not complied with Lamboo Dried & Deco’s request for advance payment or provision of security within 14 days, Lamboo Dried & Deco is entitled to terminate the Agreement with immediate effect without being liable for any compensation.
5.3. Upon first request, the Customer shall provide Lamboo Dried & Deco with adequate security for the consequences of the possible non-clearance of customs documents and the non-provision of documents serving as proof of an intra-Community supply, such as the payment of import duties and VAT, fines and interest.
Artikel 6. Delivery and delivery time
6.1. Lamboo Dried & Deco shall deliver the Products Ex Works (ex factory), in accordance with the most recent version of the Incoterms, currently Incoterms 2020, by making the Products available for transport at the delivery location, in principle the registered office of Lamboo Dried & Deco in Lisse.
6.2. Lamboo Dried & Deco will use commercially reasonable efforts to perform the Services in all material respects as described in the Order and in accordance with the necessary skill and care in accordance with generally accepted industry standards. Lamboo Dried & Deco will ensure that its employees have sufficient skills and expertise to provide the Services in accordance with the aforementioned performance standards.
6.3. An agreed delivery period shall always be considered a target period, unless expressly agreed otherwise, and shall commence after Lamboo Dried & Deco is in possession of all the information necessary for correct delivery.
6.4. If Lamboo Dried & Deco arranges for the transport of Products at the Customer’s request, Lamboo Dried & Deco will do so only on behalf of the Customer and at the Customer’s expense and risk. Lamboo Dried & Deco excludes any liability for the work it performs in connection with transport orders. If the Customer has not given specific instructions for the choice of carrier, Lamboo Dried & Deco is entirely free in this choice.
6.5. Customer is responsible for arranging transport insurance. This is never included in the transport.
6.6. Acceptance of Products by the carrier without any note on the consignment note or receipt shall constitute proof that the packaging was in good condition.
6.7. If Lamboo Dried & Deco performs any customs formalities or similar actions on behalf of the Customer in connection with the settlement of the Agreement, these actions are always performed at the expense and risk of the Customer.
6.8. The Customer guarantees that it always has the required permits for the import, transit, distribution and sale of the Products it has purchased, and the Customer indemnifies Lamboo Dried & Deco in this regard against all claims, demands, taxes or fines from third parties, including any national or foreign government or any European authority.
6.9. Exceeding a delivery period shall never entitle the Customer to any compensation, termination of the Agreement or any other action against Lamboo Dried & Deco. This shall only be different in the event of intent or gross negligence on the part of Lamboo Dried & Deco or its management staff, or if the delivery period is exceeded by more than three weeks. In that case, the Customer has the right to terminate the Agreement, but without being entitled to any compensation.
6.10. Deliveries in instalments are permitted at all times.
Artikel 7. Non-acceptance
7.1. If it has been agreed that the Customer will arrange for the transport of the Products (as in the case of Ex Works delivery), the Customer shall take delivery of the Products (by a carrier) on the delivery date, with a maximum delay of 48 hours.
7.2. If, for any reason beyond the control of Lamboo Dried & Deco, the Customer does not take delivery of the Products delivered by Lamboo Dried & Deco, the Customer shall nevertheless be obliged to comply with the agreed payment terms as if the delivered Products had been taken delivery of by the Customer.
7.3. If the Customer does not take delivery of the Products delivered by Lamboo Dried & Deco, Lamboo Dried & Deco is entitled to store them at a location of its choice at the Customer’s expense and risk. Lamboo Dried & Deco is not obliged to compensate the Customer for any damage – for example, but not exclusively, as a result of deterioration in quality or weight – in connection with the non-acceptance of the delivered Products.
Artikel 8. Obligation to complain
8.1. Upon delivery of the Products, the Customer shall check whether the Products are Defective. If the Products are made available to a carrier, the Customer shall have these items inspected by a person designated by him. If no person has been designated, the driver who takes delivery of the Products on behalf of the Customer shall be deemed to inspect the Products on behalf of the Customer. Any Defects found must be noted on the consignment note immediately upon receipt of the Products and signed by the person who took delivery of the Products.
8.2. Complaints regarding quantity and externally visible Defects must be submitted in writing by the Customer to Lamboo Dried & Deco as soon as possible, but in any case within 48 hours after delivery as referred to in Article 6, failing which the quantities stated on consignment notes, delivery notes, invoices or similar documents shall be deemed correct and the Products shall be deemed to have been delivered without visible Defects. If the shortfall in the quantity delivered is less than 10% of the total, the Customer shall be obliged to accept the delivery in full against a proportional reduction in the purchase price.
8.3. Complaints regarding Defects that are not visible at the time of delivery or Defects relating to Services delivered, as well as other complaints, must be submitted to Lamboo Dried & Deco in writing as soon as possible, but in any case within 5 days after any Defects have been discovered or could reasonably have been discovered by the Customer, failing which the Customer will be deemed to have approved the delivery.
8.4. Complaints submitted to Lamboo Dried & Deco too late or in the wrong manner have no legal effect and release Lamboo Dried & Deco from any liability.
8.5. If Lamboo Dried & Deco confirms that the delivered Products or Services are Defective, Lamboo Dried & Deco will have the opportunity to replace them within a period corresponding to the original delivery period. The payment terms as laid down in Article 4 remain in full force.
Artikel 9. Liability
9.1. Lamboo Dried & Deco shall only accept liability for damage suffered by the Customer as a result of an attributable failure to fulfil its obligations or from an unlawful act. Liability is limited to the amount covered by Lamboo Dried & Deco’s insurance, i.e. to the amount paid out by Lamboo Dried & Deco’s insurance.
9.2. If, for any reason, Lamboo Dried & Deco’s insurer does not pay out, or if the damage is not covered by insurance, liability shall in all cases be limited to the total amount paid by the Customer under the relevant Order during the twelve (12) months prior to the event causing the damage, whether contractually, on the basis of a tort, warranty or any other theory of liability.
9.3. Any liability for commercial, consequential and/or indirect damage is expressly excluded. Lamboo Dried & Deco is also not liable for damage that can be attributed to the actions or omissions of the Customer or a third party engaged by the Customer.
9.4. Without prejudice to the provisions of this article, Lamboo Dried & Deco accepts no liability for exceeding delivery times or for commercial and consequential damage.
9.5. The exclusions or limitations of liability included in these terms and conditions do not apply insofar as the damage is the result of intent or gross negligence on the part of Lamboo Dried & Deco.
9.6. Customer shall indemnify Lamboo Dried & Deco against any claims from third parties on any grounds whatsoever in connection with the Products delivered by Lamboo Dried & Deco, in particular on the grounds of personal injury or death.
9.7. In the event of force majeure, being a non-attributable failure by Lamboo Dried & Deco to fulfil its obligations, Lamboo Dried & Deco’s delivery obligation will be suspended for the duration of the force majeure situation. Lamboo Dried & Deco is not liable for damage resulting from force majeure. Force majeure includes, but is not limited to, war, war damage, civil war, mobilisation, riots, acts of war, fire, water damage, flooding, strikes, sit-ins, lockouts, import and export restrictions, government measures, machinery defects, disruptions in the supply of energy, late delivery of the Products sold, the raw materials and/or auxiliary materials required for this, caused by, among other things, weather conditions, all of which may occur both at Lamboo Dried & Deco’s premises and at third parties from whom Lamboo Dried & Deco must obtain all or part of the Products and/or the necessary materials or raw materials, as well as during storage or transport, whether or not under its own management, and furthermore all other circumstances beyond the control of Lamboo Dried & Deco, even if these were already foreseeable at the time the Agreement was concluded.
9.8. If, according to a written statement by Lamboo Dried & Deco, the fulfilment of the Agreement has become impossible as a result of the circumstances referred to in 9.7 for a period of more than fourteen (14) days, each party has the right to terminate the Agreement by means of an explicit written notification to the other party, without judicial intervention.
9.9. If, upon the occurrence of one of the circumstances referred to in 9.7, Lamboo Dried & Deco has already partially fulfilled its obligations, or can only partially fulfil its obligations, it shall be entitled to invoice the part already delivered or the deliverable part separately, and the Customer shall be obliged to pay this invoice as if it were a separate contract.
9.10. In all cases in which Lamboo Dried & Deco invokes the provisions of this article, any employee(s) who are held liable may also invoke these provisions, as if the provisions of this article had been stipulated by the employee(s) concerned.
Artikel 10. Retention of title
10.1. Lamboo Dried & Deco retains ownership of all Products delivered by Lamboo Dried & Deco to the Customer now and in the future until all relevant current and future invoices from Lamboo Dried & Deco have been paid in full.
10.2. If the Customer fails to fulfil its payment obligations to Lamboo Dried & Deco or if Lamboo Dried & Deco has good reason to fear that it will fail to fulfil those obligations, Lamboo Dried & Deco is entitled, without judicial intervention and without any liability towards the Customer, to take back the Products delivered under retention of title. All costs associated with this shall be borne by the Customer.
Artikel 11. Price and payment
11.1. All prices are exclusive of VAT, taxes, duties, import and export costs, levies and other government charges, unless explicitly agreed otherwise in writing.
11.2. Payment must be made in the manner stated on the invoice within the agreed payment period. If no payment period is agreed, payment must be made within fourteen (14) days after the invoice date.
11.3. If the Customer fails to pay within the agreed period, the Customer shall be in default by operation of law without any notice of default being required. From the due date, the Customer shall owe statutory interest and all extrajudicial collection costs.
11.4. Lamboo Dried & Deco shall be entitled at all times to demand advance payment, security or partial payment from the Customer, without prejudice to its other rights.
11.5. Payments made by the Customer shall first be applied to reduce any costs, then interest, and finally the principal sum and accrued interest.
Artikel 12. Intellectual property
12.1. All intellectual property rights, including copyrights, trademarks, patents, designs, trade names and know-how, with respect to the Products and/or Services delivered or provided by Lamboo Dried & Deco, shall remain the property of Lamboo Dried & Deco or its licensors.
12.2. The Customer shall not reproduce, disclose, or use the Products or Services in violation of Lamboo Dried & Deco’s intellectual property rights. The Customer shall indemnify Lamboo Dried & Deco against any claims from third parties regarding intellectual property infringements resulting from the use of the Products or Services by the Customer.
Artikel 13. Confidentiality
13.1. Each party shall treat all confidential information received from the other party with strict confidentiality and shall not disclose it to third parties without the prior written consent of the other party.
13.2. The obligation of confidentiality does not apply to information that is publicly available or must be disclosed by law or regulation.
Artikel 14. Termination
14.1. Lamboo Dried & Deco may terminate the Agreement in whole or in part with immediate effect and without judicial intervention by written notice if the Customer fails to fulfil its obligations under the Agreement or any other agreement with Lamboo Dried & Deco, or if circumstances arise which give good reason to fear that the Customer will fail to fulfil its obligations.
14.2. Termination does not affect Lamboo Dried & Deco’s right to claim compensation for any damage suffered as a result of the Customer’s failure to fulfil its obligations.
Artikel 15. Force majeure
15.1. Lamboo Dried & Deco shall not be liable for failure to fulfil any obligations if such failure is the result of force majeure, including but not limited to: war, fire, flooding, strikes, pandemics, transport delays, government measures, energy or raw material shortages, or any other circumstance beyond Lamboo Dried & Deco’s reasonable control.
15.2. In case of force majeure, Lamboo Dried & Deco may suspend the obligations under the Agreement for the duration of the force majeure. If the force majeure lasts longer than thirty (30) days, both parties are entitled to terminate the Agreement in writing without any obligation to pay compensation.
Artikel 16. Applicable law and competent court
16.1. These terms and conditions and all Agreements concluded by Lamboo Dried & Deco are governed exclusively by Dutch law.
16.2. All disputes arising from or relating to these terms and conditions or the Agreements concluded under them shall be submitted to the competent court in The Hague, the Netherlands, unless the law prescribes otherwise or Lamboo Dried & Deco decides to submit the dispute to another competent court.
Artikel 17. Final provisions
17.1. If any provision of these terms and conditions is void or nullified, the other provisions shall remain in full force and effect. Lamboo Dried & Deco and the Customer shall then consult in order to agree on a new provision that approximates the intention and purpose of the void or nullified provision as closely as possible.
17.2. Any failure by Lamboo Dried & Deco to enforce any right or provision under these terms and conditions shall not be construed as a waiver of that right or provision.
17.3. The English version of these terms and conditions is a translation of the Dutch version. In case of differences of interpretation, the Dutch version shall prevail.