General Terms and Conditions of Home Society B.V.

Having its registered office in Lisse (Ch. of Comm. number 28060612)

Article 1: General

1. These terms and conditions apply to any delivery of items and provision of services by HOME SOCIETY B.V. (hereinafter referred to as ‘the vendor’) to the purchaser/client (hereinafter referred to as ‘the purchaser’).

2. Any provisions or arrangements deviating from these terms and conditions will only be binding if they have been accepted in writing by the vendor.

3. The applicability of purchasing conditions or other terms and conditions of the purchaser is expressly rejected.

Article 2: Offers

1. All offers made by the vendor are non-binding, unless expressly stated otherwise in writing.

2. Information about items as provided by the vendor in the webshop and catalogues, relating to properties, size, composition as well as colour, is indicative and given in good faith.

Article 3: Agreement

1. The agreement with the purchaser will be concluded by acceptance in writing of the order placed or enquiry made by the vendor.

2. The vendor reserves the right to notify the purchaser in writing within eight days that the order in accordance with the agreement referred to in paragraph 1 cannot be executed or cannot be executed unaltered as a result of circumstances of which the vendor could not reasonably have been aware, in which case the agreement will be considered dissolved, unless the vendor and purchaser can still come to an understanding.

3. Any changes and/or additions proposed by the purchaser after the agreement was reached, will only be executed by the vendor after express acceptance by the vendor.

4. Any agreement entered into with the vendor will include the resolutive condition that the purchaser will demonstrate their creditworthiness to the vendor, at the vendor's exclusive discretion. Upon or after entering the agreement, and before performing (any further), the vendor will also be entitled to require the purchaser to provide security that payment as well as other obligations will be fulfilled.

Article 4: Prices

1. Unless otherwise specified in writing, the sale price will comprise the price of the items and/or services, exclusive of VAT, as stated in the webshop and in catalogues of the vendor at the time of the purchaser making an enquiry or placing an order.

2. Prices in the vendor's webshop and catalogues, as well as the availability of items in stock can be changed without prior notice. The vendor is entitled to implement price changes resulting from increases in taxes and/or excise duties, transport costs, increases in importer’s/manufacturer’s prices and fluctuating exchange rates.

3. To the extent that there is a substantial price change after the items were ordered by the purchaser, the vendor will promptly inform the purchaser thereof. The purchaser is deemed to accept the adjusted price if they do not object to the price increase in writing within two working days.

4. Costs resulting from additions to and/or changes in the enquiry, order and therefore the agreement, will be borne by the purchaser.

Article 5: Delivery

1. The specified delivery periods for items to be delivered by the vendor are approximate. A slight or, considering the circumstances, reasonable overrun of the delivery period cannot be held against the vendor. The vendor will only be in default for overrunning the delivery period after having been served a written notice of default.

2. Delivery periods will not commence - or be suspended - until the moment that all the information to be provided by the purchaser and necessary for the proper performance of the agreement, is in the possession of the vendor.

3. Unless otherwise agreed in writing, the delivery within the Netherlands of items with an invoice value upwards of € 300, exclusive of VAT, is deemed to be carriage-paid by the purchaser. For the delivery of items with an invoice value below € 300, exclusive of VAT, shipping and administrative costs may be charged. The method of delivery for export will be further agreed on by the parties.

For deliveries outside the Netherlands other shipping costs apply, see table below.

4. The items will be delivered to the address indicated in the order confirmation. The vendor reserves the right to deliver and invoice the items in units.

Article 6: Risk transfer

1. The risk relating to the items will pass to the purchaser upon delivery.

2. If the purchaser does not take delivery of the items at the agreed time of delivery, those items will be held at his risk and expense. In such cases, the vendor may charge the purchaser storage costs in accordance with the vendor’s applicable rate.

Article 7: Payments

1.The vendor applies a 30-day payment term to their sales invoices, without deduction of any discount or compensation.

2. In the event of overrunning this agreed payment term, the purchaser will be in default without further notice of default being required. In that case, the purchaser will owe a default interest of 1% per month on the outstanding sum from the due date of the invoice.

3. In the event of default, the purchaser will also owe an extra-judicial collection fee of 15% of the invoice amount with a minimum of EUR 150 in addition to any legal costs to be claimed in collection proceedings.

4. Any payments by the purchaser will first of all be deducted from any default interest and/or extra-judicial collection costs due.

5. In the event of the purchaser being in default of punctual compliance with any obligation towards the vendor, the amount owed by the purchaser will be immediately due and payable without any notice of default being required.

Article 8: Retention of title

1. The items to be delivered by the vendor to the purchaser will be subject to retention of title. This means that ownership will not pass to the purchaser until the purchaser has fulfilled all payment obligations towards the vendor, including any default interest and extra-judicial costs.

2. For that reason, the purchaser will not be allowed to pledge or transfer to third parties the ownership of any items that have not yet been paid for (in full). Furthermore, the purchaser will inform the vendor immediately and in writing if there is a situation that jeopardises the fulfilment of the vendor’s obligations.

3. The vendor is entitled to recall the delivered items, or have them recalled, at the purchaser’s expense at the place where they are located, if the purchaser is either in default with the fulfilment of their obligations or when this might be the case. This may among other things be so in the event of (filing for) bankruptcy/liquidation,

 (imminent) suspension of payment or when the purchaser’s assets (potentially) are subject to an attachment.

Article 9: Return shipments

1. Within 14 days of receipt of the relevant items, the purchaser may return them without stating reasons if the item is unused, undamaged, untested and packed in the original packaging.  A packaging seal, if any, should be untampered with, unbroken and not removed.

2. Return shipment of delivered items takes place at the risk and expense of the purchaser.

3. The right of return does not apply to products that were customised at the purchaser’s request.

Article 10: Complaints

1. In case of deliveries, any visible absence of and/or visible damage to the items caused during transport to the agreed delivery address, must be identified in writing on the transport document by or on behalf of the purchaser in the presence of the driver who delivered the items. The purchaser should immediately send a copy thereof to the vendor.

2. Other complaints will only be considered if and to the extent that they were brought to the vendor’s attention in writing no later than 7 days of delivery of the purchased or warranted items, respectively, and the vendor was given the opportunity to check them.

3. Complaints about an invoice also have to be submitted in writing no later than 7 days from the date such invoice was sent.

4. On expiry of the periods referred to in this article, the purchaser is deemed to have approved the delivered items or the invoice, respectively. As from then, complaints will no longer be considered by the vendor.

5. The vendor will not accept complaints relating to minor deviations in terms of quality, colour, size and composition that are common in relation to the nature of the items to be delivered.

6. In case of complaints that are acknowledged by the vendor, the vendor will only be obliged to replace the items in question or credit the price charged for those items, all at the vendor’s discretion.

7. With regard to complaints, each partial delivery will be considered an individual delivery.

Article 11: Warranty

1.  Unless stated otherwise, a 1-year warranty period will apply to the delivered items, the warranty covering any faulty material and manufacturing defects in the delivered items. Warranty claims will only be considered if such faults have been described in detail and reported to the vendor within the aforementioned warranty period.

2. The warranty includes in the course of the warranty period replacing, or at the vendor’s discretion, to the best of their ability remedying the fault found or, at the vendor’s discretion, refunding the purchase price. The parts replaced under the warranty will become the property of the vendor.

3. The items eligible for repair due to warranty will, at the purchaser’s request, be collected free of charge by the vendor at the address where the item was delivered.  Upon delivery of the item to the vendor, the purchaser must have provided the vendor with (a copy of) the purchase invoice.

3. The warranty obligation lapses if a defect in the delivered item is entirely or partly the result of actions by the purchaser, such as careless or incompetent use, non-compliance with instructions in the manual, incorrect storage, or if it is the result of external causes (such as fire and water damage). The costs the vendor then incurs, including costs of examination (with a minimum of one hour) and transport costs, may in the cases referred to above be charged to the purchaser at the rates the vendor applies at that moment.

4. Any claim to warranty lapses during the period that the purchaser has not, not fully or not timely fulfilled one or more obligations of the agreement.

5. A 3-month warranty will apply to repairs carried out outside the warranty period. Repairs made within said 3-month period will not result in entitlement to a new guarantee period.

Article 12: Liability

1. The vendor will only be liable for direct damages resulting from an attributable shortcoming, provided the vendor has been given prior written notice of default and has been allowed a reasonable period of time to fulfil their obligations.  The vendor will never be liable for indirect damage, which also includes loss of data, consequential damage, loss of profit, missed savings and damage due to business interruption.

2. The vendor’s liability for whatever reason towards the purchaser, will be limited per event to the amount of the purchase price of the relevant item delivered to the purchaser exclusive of VAT. If the damage is covered by an insurance policy of the vendor, the compensation will be limited to the amount paid in the case in question by the insurer. 

3. A claim against the vendor on this account will lapse by the expiry of 12 months from the occurrence of the claim.

Article 13: Force majeure

1. The vendor will not be liable for non-performance or partial performance due to force majeure and/or if the cause cannot be attributed to the vendor according to the law, legal act or generally accepted standards. This also includes delay, loss or damage during transport by the vendor’s suppliers, fire, (civil) war, including outside the Netherlands, riots, epidemics, traffic disruptions, strikes, maritime disasters of any kind, etc.

2. In such a situation, the obligation of the vendor will be suspended for the period that the force majeure event continues. As soon as performance has become permanently impossible, the parties are authorised to dissolve the agreement. To the extent that the vendor makes partial deliveries, the purchaser will be obliged to pay for them.

Article 14: Dissolution

1. The vendor may dissolve the purchase agreement without notice of default and without any judicial intervention if the purchaser is in a situation in which the purchaser loses control over their assets, for example due to bankruptcy/liquidation, (provisional) suspension of payment, application of debt restructuring or attachment of the purchaser’s assets. In that case, any invoices already sent on account of items already delivered, will be immediately due and payable.

Article 15:

1. Intellectual and/or industrial property rights, such as copyrights, design rights, patent rights or trademark rights, may be vested in the items to be delivered by the vendor, which rights are the exclusive property of the entitled party: the vendor themselves or their supplier(s). The purchaser declares that they will respect these rights and not to infringe them in any way, for example by reproduction or disclosure or in any other way, unless they have the vendor’s prior written consent to do so.

Article 16: Disputes

1. The agreements concluded between the vendor and the purchaser and any disputes between them are exclusively governed by Dutch law. The application of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG 1980) and any other international convention pertaining to the purchase of movable items is excluded unless mandatory law dictates otherwise.

2. Any disputes arising between the purchaser and the vendor concerning the performance of the agreement governed by these terms and conditions, will be submitted to the district court of The Hague which will be competent in such matters.

3. If there is a provision in these terms and conditions that is void or invalid vis-à-vis the purchaser, a valid provision approximating said void or invalid provision as much as possible, will apply.  

3. In the event of differences in interpretation regarding translations of these terms and conditions, the original Dutch text of these terms and conditions will be binding.