TERMS AND CONDITIONS

Article 1 - Applicability

1.1 These Terms and Conditions apply to every offer and every (subsequent) contract between Villa d'Or and a contracting party, insofar as these Terms and Conditions have not been expressly deviated from by the former.
1.2 If a contracting party wishes to deviate from Villa d'Or's General Terms and Conditions, the contracting party must submit a proposal to that effect explicitly and in writing to Villa d'Or. Acceptance of such a proposal by Villa d'Or can only take place explicitly and in writing.
1.3 Verbal promises by and agreements with subordinates of Villa d'Or do not bind the latter except after and insofar as they have been confirmed by it in writing

Article 2 - Offers and orders

2.1 The quotations, offers, stock lists and price lists made by Villa d'Or are entirely free of obligation and therefore do not bind it, unless expressly stated otherwise in writing. Express offers or quotations expire in the event of non-acceptance within 1 month of their date, unless expressly stated otherwise in writing.
2.2 Illustrations and descriptions in offers, quotations, websites, prospectuses, catalogues, drawings, designs, order confirmations, calculations, size and weight specifications, colour indications as well as data provided by Villa d'Or, do not bind the latter and serve only as orientation.
2.3 If and insofar as applicable, Villa d'Or reserves the intellectual property rights to the designs, illustrations, drawings, samples, samples and models provided with the offer. They must be returned immediately at Villa d'Or's first request, without prejudice to other legal measures available to Villa d'Or to safeguard its rights. Unless expressly agreed otherwise, Villa d'Or reserves all its copyrights. The designs, images, drawings and sketches provided with the offer may not be copied or used in any other way, except with the written permission of Villa d'Or.
2.4 The contract between Villa d'Or and the contracting party is concluded only by and at the moment Villa d'Or confirms the order in writing.
2.5 If the assignment to Villa d'Or (partly) consists of interpreting data provided by the contracting party, Villa d'Or accepts no liability whatsoever in the event of disputes arising from this interpretation.

Article 3 - Changes to the assignment

3.1 Changes to the original order of any nature whatsoever (including colour, length, model, type of material or confirmation) made in writing or verbally by or on behalf of the other party, which cause higher costs than could have been reckoned with at the time of the quotation, shall be additionally charged to the other party.
3.2 Any changes requested by the contracting party in the execution of the order after it has been issued must be brought to the attention of Villa d'Or by the contracting party in time and in writing. If they are communicated verbally or by telephone, the risk of implementation of the changes shall be for the account of the contracting party.
3.3 Changes made to the order already given may result - beyond its responsibility - in Villa d'Or exceeding a delivery time agreed before the change.
3.4 The absence of a written order shall not affect the claims of Villa d'Or, for settlement of additional work.

Article 4 - Prices

4.1 All prices, unless expressly agreed or stated otherwise, are “collect” Villa d'Or, without packaging (packaging), shipping costs and VAT.
4.2 If, after the date of the offer or the conclusion of a contract, any change occurs in the costs on which this price level is based, Villa d'Or shall be entitled to change the offer price or the agreed price accordingly. Changes in costs include changes in social and fiscal charges and wages, currency fluctuations, changes in the selling prices of Villa d'Or's suppliers, or changes in import duties, levies, freight, insurance and similar costs, wherever levied or incurred, irrespective of whether the delivery is carriage-paid or not. However, if the price increase exceeds 10%, the contracting party shall be entitled to dissolve the contract.

Article 5 - Delivery time and (partial) deliveries

5.1 If a delivery is carried out by Villa d'Or, the delivery will take place along the road, in a car park or on the premises of the other party under the condition that the lorry can park without obstructing other cars and/or vehicles, make a U-turn and/or continue its route. The other party shall inform Villa d'Or of any restrictions (within a 15km radius of the place of delivery) for a 28T truck (box truck type) with a height of 4m and a length of 12.5m.
5.2 If not specifically agreed, deliveries by Villa d'Or take place from Monday to Saturday between 8am and 11pm.
5.3 In case of bad weather (flooding, storm, snow, etc.) making the delivery site inaccessible or very difficult (risky), it is up to the contracting party to adapt and agree on another, alternative delivery address which is easily accessible for the truck. If no alternative can be found and agreed upon, the delivery will be postponed where Villa d'Or will charge extra costs (an extra delivery) or cancel the order, whereby the deposit minus 500 Euro ex. VAT will be refunded.
5.4 The other party can contact Villa d'Or or the driver the day before delivery from 8 pm onwards to get a time indication of delivery.
5.5 The other party is aware and accepts that the driver has to respect the driving hours as defined in the European Social Regulation (No. 561/2006 of 15 March 2006) which may cause a delay of the delivery in case of traffic jams, bad weather, diversions, strikes, demonstrations, blockades, and so on.
5.6 It is up to the other party to adjust to the driver's schedules to receive the order. The other party must be present at the delivery or issue a power of attorney to a person who will take delivery (and sign for receipt).
5.7 If the delivery address is only accessible to residents and/or destination traffic, the contracting party shall provide a permit or dispensation for the delivery to take place, which shall be communicated to Villa d'Or one week before delivery.
5.8 An agreed delivery time shall not be a deadline, unless the contrary has been expressly agreed in writing. In case of late delivery Villa d'Or must therefore be given written notice of default by the contracting party, whereby Villa d'Or must still be allowed a reasonable term to deliver. Exceeding the specified delivery times shall therefore not result in any compensation obligation on the part of Villa d'Or, nor shall it entitle the contracting party to dissolve the contract.
5.9 The delivery time shall at all times be extended by the time the other party is late in meeting any obligation already arising from the agreement.
5.10 If Villa d'Or and the opposing party have agreed to delivery on demand by Villa d'Or, and Villa d'Or has informed the opposing party in writing that the goods are ready for delivery, the opposing party shall take delivery of the said goods from Villa d'Or within two weeks of the date of said notification, failing which Villa d'Or shall be entitled to charge the contractual interest on the invoice amount, as well as to charge the opposing party compensation for storage costs, all this until the opposing party has taken delivery of the said goods from Villa d'Or.
5.11 If Villa d'Or and the contracting party have agreed that Villa d'Or shall deliver on demand by the contracting party, an explicit call-off period shall be agreed each time, i.e. the period between the call-off by the contracting party and the actual delivery by Villa d'Or. As long as the latter notification has not reached Villa d'Or, it shall not be obliged to deliver. Villa d'Or shall be entitled to observe the agreed call period each time the contracting party makes a call.
5.12 If Villa d'Or has undertaken to deliver to the contracting party carriage paid, it shall be free in its choice of transport. If Villa d'Or has been instructed to arrange transport, the goods shall be at the expense and risk of the contracting party immediately after leaving the warehouse (including the transport risk, war risk and all other risks).
5.13 If, for any reason whatsoever, the contracting party does not take delivery of the goods, or is negligent in providing information or instructions necessary for delivery, Villa d'Or shall be entitled to store and/or insure the goods at the expense and risk of the contracting party. The storage costs shall be 1% per month of the sales value of the stored goods, with a minimum of €100, unless Villa d'Or can prove that its costs are higher. The goods shall be deemed to have been delivered at the moment the opposing party has actually taken delivery of them, and Villa d'Or, in accordance with the stipulations of paragraph 10, has kept them ready for the opposing party for a fortnight, or has offered these goods to the opposing party upon prepaid delivery at the address indicated by the opposing party.
5.14 Villa d'Or is permitted 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, Villa d'Or is entitled to invoice each partial delivery.

Article 6 - Cancellation

6.1 The contracting party is not entitled to unilaterally cancel all or part of the contract concluded with Villa d'Or, other than with the express permission of Villa d'Or.
6.2 If the contract concluded with Villa d'Or's consent is cancelled in full or in part, the contracting party shall be obliged to reimburse Villa d'Or for all costs reasonably incurred in view of the performance of the contract, without prejudice to Villa d'Or's right to compensation for loss of profit, as well as any other damage resulting from the cancellation. These costs shall amount to at least 30% of the agreed price, with a minimum of EUR 500.

Article 7 - Termination of the agreement

7.1 Villa d'Or's claims against the other party are immediately due and payable in the following cases: - Circumstances coming to the knowledge of Villa d'Or after the conclusion of the contract give the latter good reason to fear that the contracting party will not fulfil its obligations. - If Villa d'Or, when concluding the contract, asked the contracting party to provide security (e.g. bank guarantee) for fulfilment and this security is not provided or is insufficient. In these cases Villa d'Or is authorised to suspend further execution of the contract or to dissolve it, without prejudice to Villa d'Or's right to claim damages.
7.2 If circumstances occur regarding persons or materials which Villa d'Or uses or tends to use in the execution of the contract, which are of such a nature that the execution of the contract becomes impossible or so difficult and/or disproportionately expensive that fulfilment of the contract cannot reasonably be demanded, Villa d'Or shall be authorised to dissolve the contract.

Article 8 - Risk and ownership conditions

8.1 As soon as an item is deemed delivered within the meaning of Article 5 of these General Terms and Conditions of Sale and Delivery, the risk shall pass to the other party.
8.2 All goods delivered by Villa d'Or shall remain the property of Villa d'Or, until full payment has been made to Villa d'Or for all goods delivered or to be delivered by Villa d'Or to the contracting party, or by virtue of such a contract also for the benefit of the contracting party, as well as for the claim due to failure to perform such contracts.
8.3 As long as it has not paid the above claims, the contracting party shall not be entitled to mortgage, pledge or create a nonpossessory pledge on the goods delivered by Villa d'Or, and undertakes to declare to any third parties wishing to create such a right thereon, at Villa d'Or's first request, that it is not authorised to create a mortgage or pledge.
8.4 If the contracting party fails to fulfil any obligation to Villa d'Or under the contract with respect to the sold goods (or work to be performed), Villa d'Or shall be entitled, without any judicial intervention, summons or notice of default, to repossess the goods, both the originally delivered and the newly formed goods. The contracting party shall authorise Villa d'Or to enter the place where these goods are located. The contracting party must grant its cooperation to this end, on penalty of forfeiting a fine of 400 euros per day of default. Repossession by Villa d'Or shall not dissolve the contract, unless Villa d'Or has informed the opposing party.
8.5 The contracting party undertakes at the first request of Villa d'Or:
- The goods delivered under retention of title shall be insured and kept insured against fire, explosion and water damage and against theft, and the policy of this insurance shall be made available to Villa d'Or for inspection.
- All claims of the opposing party against insurers regarding the goods delivered under retention of title must be pledged to Villa d'Or in the manner prescribed in art. 3:239 of the Dutch Civil Code.
- Cooperate in all ways with the reasonable measures Villa d'Or wishes to take to protect its property rights to the goods, which do not unreasonably hinder the other party.
8.6 Villa d'Or shall grant ownership of the delivered goods to the contracting party at the moment the contracting party has fulfilled all its payment obligations under this and similar agreements, subject to Villa d'Or's right of pledge, for the benefit of other claims Villa d'Or has on the contracting party. At Villa d'Or's first request, the contracting party shall cooperate in any actions required in that context.

Article 9 - Payment

9.1 Every sales contract is made under the general condition: down payment upon order and remaining payment in advance by bank transfer or net cash on delivery to the driver or Villa d'Or.
9.2 If, contrary to paragraph 1, Villa d'Or and the contracting party have agreed that an invoice will be sent after delivery, the payment term is 14 days after the invoice date, unless otherwise agreed. After the expiry of 14 days after the invoice date, the contracting party is automatically, therefore without further notice of default, in default. The other party shall owe interest of 2% per month or part thereof from the due date on the payable amount from the moment of default.
9.3 In case of liquidation, bankruptcy or suspension of payment of the other party, the obligations of the other party will be immediately due and payable.
9.4 Payments made by the other party serve firstly to settle all interest and costs due, secondly to settle payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
9.5 Complaints, claims or objections by the contracting party against the amount of the invoice do not entitle the latter to suspend payments, or to offset counterclaims against payments due to Villa d'Or.
9.6 Villa d'Or always reserves the right (even if the sale is concluded on other terms) to send the goods cash on delivery or to demand advance payment.
9.7 If the contracting party is in default or breach of one or more of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the contracting party. In any case the contracting party shall owe Villa d'Or by way of extrajudicial collection costs:
- On the first 3,000 euros 15%
- Over the excess up to 6,000 Euro 10% - Over the excess up to 15,000 Euro 8%
- On the excess up to EUR 60,000 5%
- Over the multiple 3%
9.8 If Villa d'Or proves to have incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
9.9 The opposing party shall owe Villa d'Or, in addition to any directly recoverable and liquidated legal costs established by a court decision, any further legal costs incurred by the latter in all instances, except insofar as the opposing party demonstrates that these are unreasonably high. This shall only apply if the parties conduct legal proceedings in respect of an agreement to which these general terms and conditions apply and a court ruling becomes final and conclusive whereby the other party is ruled against entirely or predominantly.

Article 10 - Warranty

10.1 Guarantees for the compliance of historical building materials or cast iron stairs with special requirements are only binding when they are confirmed in writing by Villa d'Or to the contracting party. The guarantee does not apply if the damage results from incorrect handling of the building materials sold and supplied.
10.2 Villa d'Or is not liable for defects caused by the effect of natural products used in the delivered products. Furthermore, Villa d'Or does not guarantee discolouration of natural products and defects and/or damage caused by e.g. woodworm and/or other parasites.

Article 11 - Complaints

11.1 The inspection of the number of items delivered shall be the responsibility of the other party. If no complaint about the number of pieces delivered is made immediately upon receipt, the quantities stated on the waybills, delivery notes and/or similar documents shall be deemed correct. Complaints about any defects or damage must be noted by the other party on the receipt in order to be valid.
11.2 Complaints about defects not visible at the time of delivery may only be asserted by the contracting party to Villa d'Or by submission within 14 days of receipt of the goods. If filing within this period is not reasonably possible, the period of 14 days applies from the moment the defect is or could have been detected. The complaint will have to contain a clear description of the grievances and defects found.
11.3 Full or partial processing of the building materials will cause any right of complaint to lapse.
11.4 If the complaint is well-founded, Villa d'Or shall, at its discretion, pay compensation, which shall not exceed the amount of the invoice value or equal to the invoice value of the part of the delivered goods to be replaced, exclusive of VAT, or replace the part of the delivered goods free of charge, or replace the total delivered goods up to the amount equal to the invoice value, exclusive of VAT. Villa d'Or shall not be obliged to pay any further compensation. Indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption shall never be compensated. Villa d'Or shall never compensate trading losses.
11.5 The contracting party shall never be entitled to return the goods, unless Villa d'Or has agreed to this in writing. If a return consignment is made, which Villa d'Or has not agreed to in writing, and the contracting party nevertheless accepts the consignment, this shall always take place at the expense and risk of the contracting party. Villa d'Or will keep the consignment at the expense and risk of the opposing party, without any acknowledgement of the correctness of any complaints.

Article 12 - Force majeure

12.1 Force majeure means circumstances that prevent fulfilment of the commitment, and which cannot be attributed to Villa d'Or. These shall include (if and insofar as these circumstances make performance impossible or unreasonably difficult):
- Strikes in other companies and/or suppliers of Villa d'Or on which Villa d'Or depends;
- Wildcat strikes or political strikes in the company of Villa d'Or or other companies and/or suppliers on which Villa d'Or depends;
- A general lack of necessary (historical) building materials or services required to achieve the agreed performance;
- Unforeseeable stagnations at suppliers or other third parties on which Villa d'Or depends;
- General transport problems, ice, fire, government measures, war, threat of war, state of siege, mobilisation, hostilities, transport restrictions, import and export restrictions.
12.2 Villa d'Or is also entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Villa d'Or should have fulfilled its commitments.
12.3 During force majeure, Villa d'Or's delivery and other obligations will be suspended. If the period in which fulfilment of the obligations by Villa d'Or is not possible due to force majeure lasts longer than is reasonable considering all circumstances, both parties are authorised to dissolve the contract, without any obligation to pay damages in that case.
12.4 If Villa d'Or has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to invoice the part already delivered or the deliverable part separately, and the opposing 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 the deliverable part has no independent value.

Article 13 - Liability

13.1 Notwithstanding any other possible liability on the part of Villa d'Or, which liability shall always be limited to the purchase price or price, Villa d'Or shall not be liable if the contracting party or third parties have treated the materials supplied by it in an incorrect manner, i.e. not using the materials expressly prescribed by Villa d'Or.
13.2 Villa d'Or shall never be obliged to pay any damages other than those expressly stipulated in these terms and conditions, in particular not to compensate any other direct or indirect damages, loss of profit, damages from third parties, and the like.

Article 14 - Applicable law and competent court

14.1 All disputes arising from offers and contracts, shall be submitted to the judgement of the District Court in Arnhem, unless the legal rules on the competence of the civil court oppose this. However, Villa d'Or shall at all times remain authorised to summon the opposing party to appear before the civil court competent according to the Law or the applicable international treaty.
14.2 All agreements between Villa d'Or and the other party are governed by Dutch law.