General terms and conditions

General terms and conditions of quotation, delivery and payment of the members of the interior construction section of Royal CBM

Filed with the Registry of the North Holland District Court in Haarlem on September 4, 2018, under number 39/2018.

ARTICLE 1 APPLICABILITY

1. These terms and conditions apply to all agreements and quotations from the contractor, regardless of whether the order was obtained through a tender or in any other way.
2. The CBM member using these terms and conditions is referred to as the contractor. The other party is referred to as the client.
3. The general (registration) conditions used by the client do not apply unless they have been expressly accepted in writing by the contractor.

ARTICLE 2 QUOTATIONS

1. All quoted prices include VAT and are based on performance during normal business hours. A quote is only binding for the contractor if expressly stated in writing. A quote that is binding for the contractor based on the provisions herein expires 30 days after the quote date.
2. If the client provides the contractor with data, drawings and the like, the contractor may assume that they are correct and complete and will base its offer on this.
3. The Contractor shall have the right to pass on to the Client any increases in wages, raw material prices, transportation costs, exchange rates, insurance premiums and government levies (in particular taxes) for those activities and/or installations (or parts thereof) that still have to be performed and/or supplied by the Contractor at the time such increases take effect.
4. The contractor reserves the right to make minor structural changes, provided that these do not significantly alter the work. Subject to the provisions of paragraph 3 of this article, the quoted prices are fixed for the duration of the work, unless indexation has been agreed upon. If indexation has been agreed upon, it will be based on the price index, domestic production series of Statistics Netherlands (CBS), unless otherwise agreed upon.

ARTICLE 3 INTELLECTUAL PROPERTY RIGHTS

1. Unless otherwise agreed in writing, the contractor retains the copyright and all other intellectual property rights to the designs, images, drawings, sketches and/or quotations provided by him.
2. Drawings, designs, images, sketches and/or quotations provided by the contractor may not be copied, shown to third parties or used in any other way without the written permission of the contractor.
3. Drawings, designs, images, sketches and/or quotations provided by the contractor must be returned to the contractor immediately if no order is awarded to the contractor.
4. The client who violates the provisions of paragraphs 2 and 3 of this article will owe a penalty of ten percent of the quoted amount. Payment of this penalty does not transfer ownership or copyright.

ARTICLE 4 ORDER CONFIRMATION

1. The agreement between the contractor and the client is confirmed in writing by the contractor, which confirmation serves as full proof.
2. Changes to the agreement and deviations from these General Terms and Conditions will only apply if they have been agreed in writing between the contractor and the client.

ARTICLE 5 SCOPE OF THE WORK

1. The Client must ensure that all permits, exemptions, and other authorizations necessary to carry out the work are obtained in a timely manner. The Client is obligated to send the Contractor a copy of the aforementioned documents at the Contractor's first request, unless otherwise agreed in writing.
2. Unless otherwise agreed in writing, the price of the work does not include:
3. The costs of ground, pile driving, cutting, demolition, foundation, masonry, carpentry, plastering, painting, wallpapering, repair or other construction work of any nature;
4. The costs for connecting gas, water, electricity or other infrastructure facilities;
5. The costs of preventing or limiting damage to items present at or near the work site;
6. The costs for the removal of materials, building materials or waste.

ARTICLE 6 ADDITIONAL AND LESS WORK

1. Any changes to the agreement that result in additional costs will be deemed additional work and any changes that result in less costs will be deemed less work.
2. Any additional or reduced work will be settled fairly, regardless of the obligation to pay the principal sum.

ARTICLE 7 EXECUTION OF THE WORK

Unless otherwise agreed in writing, the client is obliged, under penalty of compensation for damages and costs, to ensure:

1. that the place where the items, materials and/or tools to be assembled are to be stored or where the delivery is to take place is such that damage, in whatever form and in whatever manner, or theft cannot occur;
2. that access to the place where delivery and/or installation is to take place is unobstructed and adequate and that all cooperation is provided to enable smooth delivery, installation and/or finishing;
3. That, if a hoist, lift, or other means of transport must be used, it will be provided and operated by and at the expense of the client. The instrument used must comply with government regulations applicable at the time of use. Any damage incurred as a result will be borne by the client, unless the contractor is found to be at fault;
4. that (sub)floors are free from lime, cement and dirt residues and from loose parts, if necessary, unless otherwise agreed in writing, are completely flat and level and are made available broom clean;
5. that the space in which the work is to be carried out has electricity, adequate ventilation, water and, if necessary, heating;
6. that, if others also have to carry out work in the space in question, those others and the contractor can carry out their work unhindered if they carry out their work simultaneously;
7. that, in the event of renovation work and/or interior renewal, the business premises will be closed to the public while the work is being carried out.

ARTICLE 8 DELIVERY TIME

1. The delivery time commences once the agreement has been concluded and all information necessary for the commencement of the work is in the contractor's possession. The client must inform the contractor in a timely manner of all information and options required for the progress of the work.
2. The stated delivery dates are not to be considered strict deadlines. Simply exceeding this deadline does not automatically place the contractor in default, and the client cannot terminate the agreement. The contractor must first be given notice of default.

ARTICLE 9 RISK AND STORAGE

1. Unless otherwise agreed in writing, the risk of the goods, materials and work performed passes to the client from the moment they are delivered to the destination or from the moment the work has commenced.
2. If delivery cannot take place on time through no fault of the contractor, the goods will be stored at the expense and risk of the client.
3. If any payment term is exceeded, the contractor has the right to store the goods at the expense and risk of the client and to postpone the first delivery until all due installments have been paid.

ARTICLE 10 RESERVATION OF OWNERSHIP AND SILENT PLEDGE

1. All items brought to or from the work site remain the property of the contractor until the client has fully met its payment obligations, including those for additional work, extra costs and interim price increases.
2. The goods are also delivered subject to a silent lien in favor of the contractor. The client agrees to cooperate with the legal requirements for establishing the silent lien as soon as the contractor requests the client to do so.
3. These liens serve as additional security for the payment of all amounts owed to the contractor by the client on any grounds whatsoever.
4. Any third-party intervention must be communicated immediately by the client. Any costs and/or losses incurred as a result of failure to communicate this immediately will be borne by the client.

ARTICLE 11 PAYMENT

1. Unless the parties agree otherwise in writing, the following payment agreement applies:
   • 50% upon order
   • 40% before commencement of installation work, delivery and/or assembly
   • 10% after delivery of the assignment
2. If the execution of the assignment is delayed at the request of the client, or because the client fails to fulfill its obligations in a timely manner, or fails to enable the contractor to complete the work or perform the necessary activities in a timely manner, the contractor will be entitled to demand payment of any outstanding installments at the times at which these installments would have become due under normal execution of the assignment. If, as a result of the delay, the contractor is required to store completed items, the contractor is entitled to charge storage costs.
3. If the client does not pay within 14 days after the due date, the client is in default without any notice of default being required.
4. From the due date, the client owes interest of 1% of the invoice amount for each month or part thereof by which the due date is exceeded.
5. By simply concluding the agreement, the Client is obligated to reimburse the extrajudicial collection costs, including administrative costs and the costs of legal assistance and advice prior to the proceedings. The extrajudicial collection costs are calculated as follows:

Principal amount (up to and including)	Applicable percentage	Maximum
€2,500	15% on the principal amount	€375
€5,000	€375 plus 10% on the principal amount – €2,500	€625
€10,000	€625 plus 5% on the (principal amount – €5,000)	€875
€200,000	€875 plus 1% on the (principal amount – €10,000)	€2,775
Above €200,000	€2,775 plus 0.5% on the (principal amount - €200,000)	€6,775

The extrajudicial collection costs amount to a minimum of € 40

ARTICLE 12 RESPONSIBILITY FOR THE WORK

1. The contractor is responsible for the proper execution of the work.
2. The contractor accepts no responsibility for any design developed by the client through third parties, including the specification of the given dimensions and materials.
3. In the case referred to in paragraph 2, the contractor is solely responsible for correct installation and guarantees the quality of the materials. This does not apply, however, if the client or a third party has prescribed a specific brand or treatment of materials.
4. If responsibility for the design is transferred by the client to the contractor, this must be expressly agreed in writing.
5. If the client provides materials or parts for further processing or assembly, the contractor is responsible for correct processing and assembly, but never for the materials or parts themselves.

ARTICLE 13 LIMITATION OF LIABILITY

1. The contractor's liability for damage caused by defects in the delivered goods is limited to the net invoice amount of the delivered goods.
2. The contractor is not liable for indirect damage, including damage to third parties or loss of profits.
3. The contractor shall not be liable for damage related to (the defectiveness of) constructions or materials prescribed by the client or materials or part of the work supplied by the client or by third parties on his behalf.
4. In the case referred to in paragraph 3, the client shall fully indemnify the contractor against all claims for compensation for damage suffered by the contractor's personnel and/or third parties, including damage arising from or as a result of product liability.

ARTICLE 14 DISSOLUTION

1. If the Client fails to fulfill, fails to fulfill in a timely manner, or fails to properly fulfill any obligations arising from any agreement concluded with the Contractor, as well as in the event of bankruptcy or suspension of payments of the Client, or in the event of the closure or liquidation of the Client's business, the Client shall be deemed to be in default by operation of law without any notice of default being required. The Contractor shall then be entitled to dissolve the agreements existing between it and the Client, insofar as these have not yet been performed, without judicial intervention, and to demand payment from the Client for work already performed and/or deliveries, as well as compensation for damages, costs, and interest caused by the Client's default and the termination of the agreement, including any profits lost by the Contractor.
2. In the cases referred to in paragraph 1, any claim which the contractor has against the client is immediately due and payable.

ARTICLE 15 NON-ATTRIBUTING DEFICIENCY

1. A non-attributable shortcoming means circumstances that could not have been foreseen by the contractor and that are beyond its sphere of influence.
2. The Contractor shall have the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations due to a non-attributable shortcoming.
3. A non-attributable shortcoming includes, but is not limited to, the circumstance that suppliers and/or subcontractors of the contractor fail to meet their obligations or fail to do so in a timely manner, weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, roadblocks, strikes or work stoppages, and import or trade restrictions.
4. The Contractor is no longer authorized to suspend performance if the temporary inability to perform has lasted more than six months. The agreement may only be terminated after this period, and only for the portion of the obligations that has not yet been fulfilled. In that case, the parties are not entitled to compensation for any damages suffered or to be suffered as a result of the termination.

ARTICLE 16 WARRANTY

1. The Contractor warrants the proper performance of the agreed-upon work for a period of three months after delivery. For defects that, by their nature, can only be discovered after a longer period, a warranty period of one year applies after initial delivery.
2. The client may only invoke the warranty after he has fulfilled all his obligations towards the contractor.
3. If partial delivery of the work takes place, the warranty periods commence upon delivery of these parts.
4. The warranty is valid only under normal use and conditions. This includes, but is not limited to, ensuring sufficient humidity in the atmosphere and avoiding exposure to excessive humidity, dryness, cold, heat, etc.
5. No guarantee applies:
   1. For defects that have already been repaired by third parties.
   2. For materials and constructions prescribed by the client or third parties.
   3. For glass, discolouration of wood and for minor colour deviations of wood and other materials.
   4. With normal wear and tear.
   5. In case of improper use.

ARTICLE 17 ADVERTISING

The Client can no longer invoke a defect in the performance of the agreement if he has not made a written complaint to the Contractor within 7 days after he discovered the defect or reasonably should have discovered it, including a clear description of the defect.

ARTICLE 18 DISPUTES

1. All offers, agreements and their execution are exclusively governed by Dutch law.
2. All disputes, insofar as they exceed the jurisdiction of the subdistrict court, will be settled by the District Court in the district where the contractor is established.

ARTICLE 19 FINAL PROVISION

These general terms and conditions of quotation, delivery and payment may be cited as "General Terms and Conditions of quotation, delivery and payment of the Interior Construction section of Koninklijke CBM" filed with the registry of the North Holland court in Haarlem on 4 September 2018 under number 39/2018.

CANCELLATION AND RETURNS (REVOCATION)

Once you accept the quote, you agree to purchase the product. Because the cabinet is custom-made for you, cancellation is no longer possible after 14 days of accepting the order after measuring. According to the Consumers' Association, as a consumer, you have the right to cancel the agreement within 14 days of placing the order, without giving reasons. If you wish to cancel within this 14-day cooling-off period, you can contact our customer service. Should you nevertheless wish to cancel after these 14 days, please be aware that you will be charged for the costs already incurred for customizing the cabinet, materials, and labor. The cabinet is custom-made for you, and we cannot sell it to another customer.