General Conditions governing the Sale and Delivery of Products / BNO July 2014
1 Applicability of these General Conditions
1.1 These conditions apply, to the exclusion of any other conditions, to all offers, agreements
and deliveries regarding products created or offered by the Designer.
1.2 The following definitions are used in these General Conditions:
a. Designer the design agency that or the designer who sells products;
b. Buyer the Designer’s counterparty;
c. Consumer a Buyer not acting in the conduct of a profession or business;
d. Consumer Purchase a purchase between a Designer and a Consumer;
e. Distant Purchase a Consumer Purchase whereby the agreement is concluded
via the Internet or by telephone, fax or post.
2 Offers and agreements
2.1 An offer or quotation will be valid during the specified term or while stocks last.
2.2 In the case of distance selling, agreements between the Designer and the Buyer will be
concluded on acceptance of the offer by the Buyer and compliance with the stipulated
conditions.
2.3 The Designer will have the right to make use of third parties in the performance of the
agreement. Any and all rights and claims stipulated in these Conditions and in any further
agreements for the benefit of the Designer will equally apply to any agents and other third
parties engaged by the Designer.
3 Price adjustments
3.1 If the prices of raw materials or wages, import duties, taxes or other external costs increase
after the conclusion of the agreement (whether or not due to currency fluctuations), the
Designer will have the right to adjust the purchase price to that increase.
3.2 The Designer must inform the Buyer of such a circumstance as soon as possible, after which
the Buyer will have the right to dissolve the agreement, unless it has been stipulated that the
delivery will take place more than three (3) months after the purchase or the increase is due
to a statutory price increase.
4 Delivery
4.1 The Designer will state a delivery period, absent which a 30-day delivery period will apply.
Specified delivery and other terms will not be of the essence, unless otherwise expressly
agreed in writing. If a term is exceeded, the consumer must provide a further term in which
to deliver. If that term is also exceeded, the consumer may dissolve the agreement.
4.2 If the Designer requires information from the Buyer for the performance of the agreement, or
if full or partial payment in advance has been stipulated, the delivery term will not commence
until the Designer has received the correct and full information or the payment in advance.
4.3 Delivery to consumers will take place in the manner stated by the Designer during the
purchase process and at the address stated by the Buyer upon the conclusion of the
agreement, including delivery at the post office or at neighbours/third parties specified by the
Buyer on the grounds of absence. The risk in the products delivered will pass to the Buyer on
the moment of delivery.
4.4 If the Buyer refuses to take delivery, the Designer may charge him the resulting costs. In that
case the Designer will also have the right to dissolve the agreement, without prejudice to his
right to claim full damages.
5 Retention of title
All products delivered will remain the Designer’s property until the Buyer has fulfilled all his
obligations towards the Designer under the agreement.
6 Dissolution and return of products
6.1 After the order has been confirmed, the Buyer may amend or cancel it only with the
Designer’s prior consent. If the Designer has already incurred costs or will incur costs as a
result of the amendment or cancellation, the Designer may charge those cost to the Buyer. In
the case of distance selling the Buyer has the right within fourteen (14) working days after
receipt of the product to cancel the purchase in writing without stating any reasons, by
means of an unequivocal statement or using the model cancellation form on the Designer’s
website.
6.2 If the purchase price and shipping costs have already been paid, they must be repaid as soon
as possible but no later than fourteen (14) days after the Designer was informed that the
Buyer wishes to cancel the purchase, unless the Designer has reason to believe that the
products returned have already been opened, even thought that was not necessary in order
to assess the product, or used, or have been damaged due to any act on the part of the
Buyer. Repayment must be made using the same means of payment as that by which the
original transaction was made, unless the Buyer expressly agrees otherwise.
6.3 The Buyer must return the product immediately or in any event no later than fourteen (14)
days after the day on which the Buyer informed the Designer of its decision to cancel the
agreement. The Designer may wait before making the repayment until it has received the
product or the Buyer has demonstrated that the product has been returned, whichever is
sooner.
6.4 Article 6.2 will not apply to the Distance Purchase of:
a. products whose price is subject to fluctuations on the financial market beyond the
Designer’s control;
b. products that:
1) were produced in accordance with the Buyer’s specifications;
2) are clearly of a personal nature;
3) cannot be returned due to their nature; or
4) are subject to rapid spoilage or ageing.
c. audio and video recordings and software if the seal has been broken by the Buyer;
d. newspapers or magazines: or
e. services provided with the Consumer’s approval before the end of the period of seven
(7) working days.
6.5 Products delivered may be returned only with the Designer’s prior written consent, in the
manner stated by the Designer during the purchase process. The direct costs involved in the
return shipment of the products in the context of this Article will be payable by the Buyer,
unless otherwise expressly agreed in writing.
7 Payment
7.1 The Designer may at any time demand full or partial payment in advance or cash on delivery.
7.2 If products are delivered on account, the invoice amount must be paid within fourteen (14)
days, without the Buyer being entitled to any discount or setoff.
7.3 If the Designer has not received (full) payment at the end of the payment period, the Buyer
will be in default and will owe interest equal to the statutory interest rate that applies to
consumer transactions. All costs incurred by the Designer in connection with late payment,
such as procedural costs and judicial and extrajudicial costs, including the costs of legal
assistance, bailiffs and debt collection agencies, will be payable by the Buyer. The
extrajudicial costs will be charged on the basis of the Extrajudicial Collection Costs Decree.
The fees in that Decree are:
• Minimum rate €40
• 15% on the first €2,500
• 10% on the next €2,500
• 5% on the next €5,000
3/5 General Conditions governing the Sale and Delivery of Products (consumers) / BNO July 2014
• 1% on the next €190,000
• 0.5% on the excess of the principal, subject to a maximum of €6,775
7.4 Before charging collection costs, the Designer will send the consumer a demand for payment
in which the Designer is given a period of fourteen (14) days after the day of the demand for
payment inn which to pay the claim after all.
8 Right of suspension and dissolution
8.1 In addition to the provisions regarding force majeure and the provisions of Article 6, the
Designer will have the right to suspend (in full or in part) the performance of its obligations
under all agreements that exist between the parties or to dissolve those agreements in full or
in part without any notice of default or judicial intervention being required:
a. if the Buyer is in default or the Designer has good reason to believe that the Buyer will
not perform its obligations in full and/or in time;
b. in the event of liquidation, a suspension of payment, a petition for a suspension of
payment, bankruptcy or debt rescheduling, or any other circumstance as a result of
which the Buyer can no longer freely dispose of its capital; or
c. if circumstances occur as a result of which it is impossible to perform the agreement or
the Designer cannot reasonably be required to continue the agreement in an
unamended form.
8.2 In the cases referred to in paragraph 8.1 any obligations of the Buyer will furthermore fall due
immediately and the Designer will not be required to pay any damages. The latter will not
apply in the event of dissolution on the grounds of circumstances for which the Consumer
cannot be blamed.
9 Guarantees and complaints
9.1 The products to be supplied by the Designer will meet the customer requirements and standards
that can reasonably be set at the moment of delivery and for which they are intended in the
event of normal use. If applicable, guarantee provisions of suppliers and third parties, such as
producers and importers, will apply to the products supplied by the Designer.
9.2 If the product is used outside the Netherlands, the Buyer itself must verify whether the
products are suitable for use there and whether they meet the conditions and the applicable
statutory and other requirements.
9.3 The Buyer will be required to inspect the products delivered immediately after receipt. Any
defects established must be reported to the Designer in writing, stating the reasons, within two
(2) months or in the case of external defects immediately.
9.4 If it has been proven that a product is not in conformity with the agreement and the
complaint was filed in a timely manner, the Designer may, at its option, replace the product
in question, arrange for repairs, or refund the invoice price plus any shipping costs paid.
9.5 All data, designs and images regarding colours, materials, dimensions and finishing will be
for information purposes only. Divergences will not be reason for rejection, discount,
dissolution of the agreement or damages if such divergences are minor.
10 Intellectual property rights
10.1 The Buyer expressly acknowledges that all intellectual and/or industrial property rights in
respect of the products, materials and information made available to the Buyer by the
Designer, including samples, packaging, labels and designs (and their appearance), the
composition and/or specifications of samples, products and semi-finished products, as well
as technical and commercial know-how, models, moulds, designs and patterns, vest in the
Designer, its supplier or other parties entitled.
10.2 If and insofar as the Designer manufactures products or packaging on the basis of express
instructions given by the Buyer, such as specifications, designs, sketches, models or patterns
provided by the Buyer, the Buyer warrants that no third-party rights will be infringed. The
Buyer indemnifies the Designer against any third-party claims in this context and will
reimburse all costs incurred by the Designer in connection with such claims.
11 Liability for damage
11.1 The Designer will not be liable for damage caused:
a. by incompetent use of the products delivered or use for a purpose other than that for
which they are suitable by objective standards;
b. because the Designer used incorrect or incomplete data provided by or on behalf of the
Buyer;
c. third parties engaged in a performance of the agreement at the Buyer’s request or with
the Buyer’s consent;
d. materials or services provided by third parties at the Buyer’s request or with the Buyer’s
consent; or
e. misunderstandings, damage, delays or the improper receipt of orders and notifications
due to the use of the Internet or any other means of communication (whether or not
electronic).
11.2 Only direct loss attributable to the Designer will qualify for compensation. Any and all liability
for indirect loss, including but not limited to consequential loss, loss of profits, damaged or
lost data or materials, and loss of proceeds is excluded. In the case of Consumer Purchase
the scope of this provision will be limited to that permitted under Article 7:24(2) of the Dutch
Civil Code.
11.3 Insofar as the Designer is liable for the reimbursement of loss, that loss will be limited to the
invoice amount for the delivery or partial delivery in question, on the understanding that that
amount will not exceed € 45,000 and will in any event be limited to the amount that the
insurer pays the Designer in the case in question.
11.4 The Buyer indemnifies the Designer against any and all claims from third parties that incur
losses in connection with the performance of the agreement and for the cause of which the
Buyer is to blame.
11.5 The limitations recorded in Article 11.1 to 11.14 will not apply:
a. if the loss is due to intent or gross negligence on the part of the Designer or its
executive or non-executive subordinates;
b. in the event of product liability towards a Consumer within the meaning of Book 6, Part
3, Chapter 3, of the Dutch Civil Code.
12 Force majeure
12.1 If the Designer is unable to perform the agreement due to an event of force majeure, it will
have the right to suspend its obligations until the event of force majeure has ended. If that
period lasts longer than two (2) months, either of the parties will have the right to dissolve
the agreement in respect of the products affected by the event of force majeure, without
being required to compensate the loss incurred by the other party. In that case the Buyer will
be required to pay for the products already delivered.
12.2 In these General Conditions, ‘force majeure’ means, among other things, in addition to the
definition of that term in the law and in case law, all external causes beyond the Designer’s
control, either foreseen or unforeseen, as a result of which the Designer is unable to fulfil its
obligations.
13 Dutch law and competent court
13.1 This Agreement is governed by Dutch law, also if an obligation is performed abroad in full or
in part or if the Buyer has its place of residence there. The applicability of the Vienna Sales
Convention is excluded.
13.2 In the event of disputes, the court of the Buyer’s place of residence will be the competent
court.
13.3 The parties will submit a dispute to the court only after they have made every effort to settle
the dispute in consultation.
14 Other provisions
14.1 The Dutch text of these General Conditions will at all times be decisive in the interpretation of
these General Conditions
14.2 Amendments and/or additions to these General Conditions will be valid and applicable only if
recorded in writing. If the Designer uses additional conditions or any provisions that conflict
with these General Conditions, that will not affect the validity and applicability of other
provisions of these General Conditions.
14.3 These General Terms and Conditions are a translation of the Verkoop- en
leveringsvoorwaarden Producten t.b.v. zakelijke afnemers of the Association of Dutch
Designers (BNO). In the event of any discrepancies between these two Terms and
Conditions, the Dutch text will prevail.