General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF COVER FLOORING NL B.V.
Article 1. Applicability
1.1 These General Terms and Conditions apply to all quotations, agreements, deliveries, installation works, dismantling works, removal works and other services of Cover Flooring NL B.V., hereinafter referred to as COVER, entered into with a Customer, except to the extent that COVER has expressly deviated from these General Terms and Conditions in writing.
1.2 These General Terms and Conditions also apply to all agreements between COVER and the Customer for the performance of which third parties are engaged.
1.3 These General Terms and Conditions take absolute precedence over the Customer’s order and/or purchasing conditions, even if the latter stipulate the contrary.
1.4 The Customer’s order and/or purchasing conditions that deviate from these General Terms and Conditions cannot be invoked against us, unless we have acknowledged them in writing.
1.5 If the Buyer / Hirer is a natural person not acting in the course of a profession or business, those articles of these General Terms and Conditions, or parts thereof, that are unreasonably onerous for the Buyer / Hirer and therefore appear on the black list referred to in Article 6:236 of the Dutch Civil Code (BW), shall not apply.
Article 2. Definitions
2.1 – General Terms and Conditions: These conditions, set out to structure the business relationship between COVER and its customers with regard to rights and obligations.
– Customer: Any natural person or legal entity who contacts COVER with a view to a possible agreement, or who has concluded an agreement with COVER.
– Quotation: Any non-binding written offer by COVER to the Customer for the supply of products and/or the performance of services.
– In writing: By letter or e-mail.
– Agreement: An arrangement agreed between COVER and the Customer regarding the supply of products and/or the performance of services.
Article 3. Quotations and agreements
3.1 No rights may be derived from the quotations issued by COVER. The quotations are non-binding, unless expressly stated otherwise, and are valid for a maximum period of 14 days.
3.2 The Customer is only bound by the agreement once it has sent a written order confirmation, or once COVER has commenced performance of the agreement.
3.3 Changes to the agreement must be recorded in writing.
3.4 COVER also reserves the right to cancel the order if, as a result of political, social or economic events such as war, uprising, social unrest or strikes, the cost price and/or delivery costs have undergone a significant increase, unless the Buyer declares itself willing to compensate the increased costs.
Article 4. Delivery
4.1 For (inter)national deliveries of goods, the respective terms agreed with the Customer under the applicable ICC Incoterms shall apply with regard to a. who arranges transport and to what point, b. when the risk of loss of or damage to the goods passes from COVER to the Customer, c. who arranges the transport insurance, d. who is responsible for any import and export documents, and e. who pays the transport costs and any ancillary costs, such as for loading, unloading and packaging.
4.2 The delivery time stated by COVER commences on the latest of the following dates:
- the day on which the agreement is concluded;
- the day of receipt of the data, documents and similar items necessary for the performance of the agreement;
- the day on which any agreed advance payment, as described in the order confirmation, is received.
4.3 The delivery times are merely indicative and shall never be regarded as a final deadline, unless otherwise agreed in writing.
4.4 In the event of force majeure and other circumstances of such a nature that (timely) performance cannot reasonably be required of COVER, the delivery time shall be extended by a period equal to the duration of those circumstances.
4.5 In these General Terms and Conditions, force majeure shall also include strikes, unexpected illness of personnel, government measures, pandemic, quarantine, wars, attacks, natural disasters, unforeseen traffic situations, and delays in deliveries or non-delivery by suppliers.
4.6 Delay in delivery shall not give rise to any obligation on the part of COVER to pay damages to the Customer.
4.7 COVER is permitted to effect delivery in instalments.
4.8 The Customer is obliged to take delivery of the hired or purchased goods at the time at which they are delivered to it, or at the time at which they are made available to it in accordance with the agreement.
4.9 If the delivered goods deviate on minor points from the models shown in the documentation, this shall not release the Customer from its obligation to take delivery.
4.10 The hired or purchased goods are deemed to have been delivered by COVER to the Customer in perfect condition, unless the contrary was established in writing at the time of delivery, with a description of the defects.
4.11 The Customer shall ensure that the agreed place of delivery or return collection is easily accessible, free of obstacles, and dry and clean. If delivery or return collection is delayed or made impossible due to the Customer’s default in this respect, the additional costs thus caused shall be reimbursed by the Customer.
4.12 Where mutually agreed, the Customer may also elect to collect the purchased or hired goods itself from a COVER location.
4.13 All intellectual property rights in products, services and documents shall remain with COVER, unless otherwise agreed.
Article 5. Installation, dismantling and removal of carpet
5.1 Installation – The Customer shall inform COVER in advance, in as much detail as is practically possible, of the specific layout of the on-site infrastructure in order to enable efficient performance of the works.
5.2 Installation – The Customer shall ensure that the workspace concerned is handed over in a clean state prior to the commencement of the works by COVER at the agreed time.
5.3 Installation + Dismantling – The Customer shall ensure proper accessibility to the workspace so that COVER can carry out the agreed works in an efficient manner.
5.4 Installation + Dismantling – COVER undertakes to leave the workspace concerned clean and free from the materials used.
5.5 Dismantling + Removal – Where agreed in advance, COVER shall arrange for the appropriate dismantling and removal of the carpet. In any other case, where requested afterwards, specific costs will be charged for this.
Article 6. Rental price, purchase price
6.1 Unless expressly stated otherwise, all prices are in euros and exclusive of turnover tax (VAT) and any other levies imposed by the authorities.
6.2 In the event of changes to the agreement or unforeseen additional work within the scope of the agreement, COVER is entitled to charge all resulting costs to the Customer. The Customer shall pay these costs, provided they are reasonably set.
6.3 Any transport costs shall be passed on to the Customer, unless specifically agreed otherwise.
6.4 COVER is entitled to engage third parties in the performance of the assignment, the costs of which will be passed on to the Customer in accordance with the price quotation provided.
6.5 Costs charged by exhibition venues and the like for transport and other services on their own premises shall be borne by the Customer and will be passed on by COVER without prior consultation.
6.6 Other unforeseen costs directly related to installation and/or dismantling works shall be borne by the Customer and will be passed on by COVER without prior consultation.
6.7 If deliveries and/or service activities take place under a framework agreement, COVER reserves the right to pass on unforeseen cost and/or price increases to the Customer directly.
Article 7. Payments
7.1 All invoices shall be paid by the Customer in accordance with the payment conditions stated on the invoice. In the absence of such conditions, payment must be made within 14 days of the invoice date, without any discount or set-off.
7.2 In the event of non-payment within the stipulated period, the Customer shall be in default and shall — without any notice of default being required — owe interest from the date of default at the rate of 1% per month, whereby part of a month shall count as a full month. However, if the statutory interest rate is higher than 1% per month, the Customer shall owe this higher interest.
7.3 COVER is at all times entitled to demand from the Customer such security as it deems sufficient for the performance of its payment obligations, or to demand advance payment of the price for the performance of its own obligations. If the Customer refuses to provide the security demanded, COVER is entitled to treat the agreement as dissolved, without prejudice to COVER’s right to compensation for all damage suffered, including loss of profit.
7.4 The discharge given on an invoice shall not serve as proof that previous invoices have been paid.
7.5 With respect to the amounts owed by the Buyer / Hirer in connection with the purchase / hire agreement, the Buyer / Hirer shall not be entitled to invoke any discount or set-off.
Article 8. Retention of title
8.1 Goods hired out by COVER naturally remain its property. Likewise, goods transferred by COVER under a purchase agreement shall remain its property for as long as the Customer has not paid everything it owes to COVER in connection with the underlying agreements and, to the extent permitted by law, in connection with the Customer’s other agreements, including interest and costs.
8.2 COVER is at all times entitled to invoke its retention of title and to take possession of its property if the Customer fails to pay on time or otherwise fails to meet its obligations.
8.3 For as long as the retention of title applies to the goods, the Customer is not entitled to alienate, pledge, hire out or create a right of pledge on the goods. The Customer is therefore not entitled to grant any security right to third parties in respect of hired goods or purchased goods for which the entire purchase price or rental price, and any interest and extrajudicial costs, have not yet been paid.
Article 9. Liability of the Customer
9.1 The hired goods are for the account and risk of the Customer from delivery until the moment when they are actually back in COVER’s possession.
9.2 During this period, the Customer is liable for theft, loss or damage of the hired goods. Hired carpet, carpet tiles or (protective) flooring are no longer usable if they have been cut into or cut up, or are heavily soiled by, among other things, burn holes, stains, chewing gum, mud, or candle wax and grease stains, etc.
9.3 Any financial damage relating to hired goods, or to goods purchased but not yet paid for, due to loss, theft or damage shall be reimbursed by the Customer at replacement value. The Customer must adequately insure itself against this risk at its own expense.
9.4 The Customer indemnifies COVER against all liability for damage caused by the use of the hired goods during the rental period.
9.5 The hired goods may be used solely and exclusively for the purpose for which they are intended at the time of entering into the rental agreement. In the event of any other use, COVER has the right to terminate the agreement with the Customer immediately, without prior notice of default, and to take back the goods.
9.6 Liability within the meaning of this article shall not release the Customer from its obligation to pay the agreed rental price.
Article 10. Complaints and warranty
10.1 COVER delivers good commercial quality and service for installation, dismantling and removal. Without prejudice to the limitations set out in these conditions, COVER warrants the soundness of the goods supplied by COVER, provided that all instructions concerning the use and maintenance of the goods are strictly observed and followed, as well as the quality of the installation, dismantling and removal. For goods, this is on the understanding that this warranty shall never extend further than the warranty obligation of COVER’s supplier towards the latter and the recourse offered by that supplier.
10.2 Warranty is excluded if it is not demonstrated to COVER’s satisfaction that any defect identified has arisen as a result of faults in the construction, defective workmanship and/or the use of unsound material.
10.3 The Customer may not invoke a defect in the performance if it has not given COVER written notice thereof within 8 days after the Customer has discovered the defect or could reasonably have discovered it.
10.4 If the delivered item does not conform to the agreement, COVER provides a warranty at its discretion to the effect that COVER is only obliged to repair or replace the delivered item, or to subsequently supply any missing items.
10.5 If a defect in the delivered item arises during the rental period, COVER shall use its best efforts to remedy the defect, but only to the extent that this can reasonably be required of it and the defect arose through no fault of the Customer.
10.6 The return of hired goods for the purpose of replacement or repair shall be at COVER’s expense and risk, and always only after COVER’s consent.
10.7 Complaints about invoices must be submitted in writing within 8 days of receipt of the invoice.
10.8 If the Customer has not lodged a complaint within the aforementioned period and/or has not given COVER the opportunity to remedy the defects, the right to complain shall lapse.
10.9 The handling of a complaint does not suspend the payment obligation of the Buyer / Hirer.
Article 11. Liability of COVER
11.1 COVER’s liability is expressly limited to performance of the obligations described in Article 10; it is only liable for damage if the damage has arisen through intent or gross negligence equivalent thereto on the part of COVER or its partners / third parties.
11.2 If, on the basis of any statutory provision, COVER were to bear sole liability for damage, this liability shall be limited, insofar as it is covered by its liability insurance, to the amount of the payment made by the insurer.
11.3 If it is established that COVER is liable for damage that is not covered by the insurance, the damage shall be limited to a maximum of twice the amount that the Customer owed to COVER under the agreement.
11.4 COVER shall never be liable for consequential damage of the Customer or of third parties.
11.5 The exclusion of liability referred to in this article shall also extend to the benefit of third parties engaged by COVER for the performance of the agreement.
11.6 COVER shall never be liable if the failure to perform is the result of force majeure.
Article 12. Cancellation and dissolution
12.1 The Customer is entitled to cancel an order to hire or purchase, provided that this is notified in writing at least 10 working days before the start of the rental period / performance of the purchase agreement and provided that the hired goods have not yet been delivered to the agreed location, or that the purchase by COVER of the goods concerned has not yet taken place. In such a cancellation, COVER is entitled to charge costs of up to 5% of the total rental price, and 50% of the purchase price.
12.2 If the Customer has cancelled the order to hire or to deliver / perform at least 3 working days before the start of the rental period, but the hired or sold goods have already been delivered, the Customer shall owe COVER 50% of the total rental price, without prejudice to COVER’s right to claim compensation for the actual damage and further costs. If the cancellation concerns the delivery / performance, the Customer is obliged to pay 75% of the purchase price.
12.3 Without prejudice to the foregoing provisions in these conditions, the agreement shall be dissolved without judicial intervention by means of a written declaration at the time when the Customer is declared bankrupt, files for a provisional moratorium on payments, or — through attachment, placement under guardianship, the application of the Dutch Debt Restructuring (Natural Persons) Act or otherwise — loses the power of disposal over its assets or parts thereof, unless the trustee or administrator recognises the obligations arising from this agreement as a debt of the estate.
12.4 By virtue of the dissolution, existing reciprocal claims become immediately due and payable. The Customer is liable for the damage suffered by COVER as a result, consisting among other things of loss of profit and transport costs.
12.5 In all cases in which the Customer must also seriously expect that it will not be able to meet its obligations to COVER, the Customer is obliged to inform COVER thereof immediately.
Article 13. Termination of the hire
13.1 The hire agreement ends when the rental period has expired. The Customer is obliged to return the goods in a proper manner at a location to be indicated by COVER, after notification regarding the time of return.
13.2 Hired goods must be back in COVER’s possession within 24 hours of the expiry of the rental period.
13.3 If, upon termination of the rental period, the goods cannot be received by COVER, the Customer is obliged to return the goods immediately, carriage paid.
Article 14. Disputes and applicable law
14.1 All agreements to which these conditions have been declared applicable are governed by Dutch law. The provisions of the Vienna Convention of 11 April 1980 (Treaty Series 1981, 84; 1986, 61) are excluded. With regard to agreements as referred to in Article 6:247 paragraph which remain out of application.
14.2 The nullity of one of these General Terms and Conditions or part thereof shall not affect the applicability and content of the remaining Conditions.
14.3 Any dispute between COVER and the Customer arising from an agreement to which these Conditions apply, and which cannot in the first instance be amicably resolved between the parties, shall be brought before the competent court of COVER’s place of establishment, notwithstanding COVER’s right to choose the court having jurisdiction by law.
Article 15. Other provisions
15.1 The Customer may not transfer rights and obligations without consent.
15.2 COVER may amend the General Terms and Conditions, provided this is communicated reasonably and in good time.
15.3 If the General Terms and Conditions are amended in substance, the most recent version shall always apply from the moment of signing the new General Terms and Conditions for materials to be supplied, unless it is agreed in writing that the amended General Terms and Conditions shall also apply to the agreements concluded prior to the amendment.