Terms And Conditions
1. Company
1.1. Branderr is a brand of Branderr B.V., registered and located at Cort van der Lindenlaan 61, Enschede, the Netherlands, registered with the Chamber of Commerce under number 77857240, hereinafter referred to as 'Branderr'. It is a private limited company under Dutch law. Upon request, a breakdown of the corporate structure and management will be provided.
1.2. Branderr (including its directors and/or employees) specializes in the production and trade (particularly retail) of decorative ambiance heating and lighting, and/or related assignments in a broad sense. The contracting party and/or customer is referred to as 'customer' in these terms and conditions.
2. Applicability of General Terms and Conditions
2.1. These general terms and conditions apply to all agreements concluded with Branderr, including orders, requests, orders, and offers submitted to Branderr, including any subsequent orders or amended or additional orders, excluding any other terms and conditions unless agreed otherwise in writing prior to the agreement.
2.2. These general terms and conditions are also stipulated for the benefit of individuals working for Branderr, either within or outside the organization.
2.3. Branderr reserves the right to unilaterally amend these conditions, and any changes will be communicated to the customer.
2.4. The terms are deposited with the Chamber of Commerce in Enschede and replace any previously used versions.
3. Conclusion of Agreement
3.1. An agreement is only concluded after written confirmation by Branderr. The information provided in this (order) confirmation (including size, prices, quantities) is decisive for determining the content of the agreement and subsequent (partial) deliveries.
3.2. Quotations, (price) offers, advertisements, brochures, or statements on the Branderr website provide an indication of Branderr's services, deliveries, or prices. No rights can be derived from them until a written confirmation as mentioned in 3.1 takes place.
3.3. Deviations, errors, calculation, writing, and/or typographical errors in offers, quotations, prospectuses, publications, brochures, order confirmations, invoices, and other descriptions from Branderr do not bind Branderr. The same applies to deviations from displayed or provided (sample) models or drawings, except deviations to the extent that the customer cannot reasonably be required to accept and dissolution is justified.
4. Prices
4.1. Prices mentioned by Branderr include VAT, disposal contribution, packaging, and any other costs, unless otherwise agreed or stated in writing.
4.2. Branderr is entitled to implement price increases after the conclusion of the agreement, caused by cost-increasing factors, such as, but not limited to, a rise or introduction of (inter)national tax(es) or levy(ies), or currency changes regarding the agreed (partial) delivery(ies). Price increases as mentioned here are excluded as grounds for the customer to dissolve the agreement.
5. Transport and Delivery
5.1. Deliveries of goods with an order amount exceeding €199 are delivered free to the customer's home unless otherwise agreed. The delivery of other goods takes place ex-warehouse. The costs and risk of transport are borne by the customer. COD costs are always at the customer's expense.
5.2. The customer bears the risk for direct or indirect damage that may occur to goods during transport and any costs incurred due to the inability to deliver or refusal of a delivery.
6. Delivery Times
6.1. Any agreed delivery time is indicative, and the customer cannot derive any rights from it unless otherwise agreed in writing. Exceeding the delivery time does not give the customer the right to dissolution and/or compensation.
6.2. Branderr's liability for any damages due to non-delivery, delayed delivery, or incomplete delivery is expressly excluded.
7. (Partial) Deliveries and Call-off Agreements
7.1. In case of agreed-upon call-off deliveries or if a deadline is set in the agreement for goods to be taken, the customer is obliged to pay for and take delivery of the goods before the expiration of that period. If no term is set for the call-off, Branderr has the right, 12 months after the conclusion of the agreement, to deliver the remainder of the order without a call-off.
7.2. After the expiration of the term mentioned in 7.1, the customer is obliged to pay, at the first request of Branderr, the amount due for all goods not yet taken, increased by any storage costs.
8. Receipt of Goods and Complaints
8.1. From the moment of receiving the goods by the customer, a risk shift takes place to the customer.
8.2. Upon receipt of goods, the customer must conduct an inspection within 24 hours for possible damages. Any defects found must be reported to Branderr in writing and with justification within 2 working days of delivery, with goods and packaging kept, under penalty of forfeiture of rights.
8.3. If damages to the goods upon receipt are easily noticeable, for example, if the (outer) packaging is damaged, the customer must also report this on the delivery note before signing for acknowledgment or receipt and keep the goods and packaging, under penalty of forfeiture of rights.
8.4. Defects discovered after delivery must be reported to Branderr in writing and with justification within 2 working days of discovery, with goods kept, under penalty of forfeiture of rights.
8.5. Depending on the nature and extent of the goods and damage, Branderr will decide on (for example) additional delivery, replacement, repair, or return. The customer must provide Branderr with the opportunity to do so, under penalty of forfeiture of rights.
8.6. Complaints do not entitle the customer to a discount, offset, or suspension.
9. Payment and Default
9.1. Branderr may request (partial) advance payment before proceeding with (partial) delivery.
9.2. Invoices related to agreed payments must be paid within 30 days of the invoice date to the account number specified on the invoice, unless otherwise agreed in writing, without the customer invoking any discount, suspension, or offset. In case of default, without further notice, Branderr is entitled to suspend or offset its obligations towards the customer without being liable for any damages that the customer may suffer as a result.
9.3. In case of default, Branderr is entitled to charge the customer statutory commercial interest, increased by extrajudicial costs of 15% of the agreed gross prices, with a minimum of €250 per unpaid invoice.
9.4. If the customer defaults on payment obligations of any kind, all reasonable costs incurred to obtain satisfaction, both in and out of court, including collection costs in the broadest sense, are borne by the customer.
10. Retention of Title and Securities
10.1. Branderr stipulates a retention of title until all claims are settled, regardless of the nature, composition, or origin of the claim. The customer is not allowed to alienate or encumber the goods delivered by Branderr or otherwise grant rights to third parties regarding those goods.
10.2. In the normal course of business, an exception applies to a sale on credit. In this case, the customer is obliged to stipulate a retention of title. Claims arising from the customer's customers or buyers may not be subject to assignment and/or pledge without Branderr's written consent.
10.3. The customer is obliged to inform Branderr immediately if third parties claim retention of title or any other rights to the goods delivered subject to retention of title.
11. Liability
11.1. Branderr is not liable for any damages whatsoever, including indirect damages, consequential damages, or loss of profits, unless caused by intent or deliberate recklessness on the part of Branderr.
11.2. Any liability of Branderr is always limited to the amount paid out by its insurer, or, if no payment is made, the invoice value of the relevant (partial) delivery.
11.3. Branderr is not liable for damage resulting from any incorrect and/or incomplete information provided by the customer.
11.4. Branderr is not liable for damages resulting from any act or omission by its subordinates, either within or outside the organization, nor for damages resulting from the use of goods and/or services delivered by Branderr.
12. Force Majeure
12.1. In case of force majeure, Branderr is entitled to suspend the fulfillment of its obligations under the agreement, or, if the force majeure continues for more than 2 months, to dissolve the agreement in whole or in part, without being liable for any damages.
12.2. Force majeure includes, but is not limited to, war, threat of war, riots, acts of terrorism, strikes, exclusions, business interruptions, traffic disturbances, government measures, fire, natural disasters, import/export restrictions, and defects in machinery, as well as disruptions in the normal course of business at Branderr or its suppliers.
12.3. If Branderr has partially fulfilled its obligations under the agreement at the time of force majeure, or can only partially fulfill its obligations, it is entitled to invoice the fulfilled or fulfillable part separately, and the customer is obliged to pay this invoice as if it concerned a separate agreement.
13. Dissolution
13.1. If the customer does not fulfill its obligations under the agreement or fails to do so adequately or in time, or if there is a reasonable fear that the customer will not fulfill its obligations, as well as in case of bankruptcy, (provisional) suspension of payment, cessation or liquidation of the customer's company, Branderr is entitled, without any notice of default or legal intervention, to dissolve the agreement, in whole or in part, or to suspend its obligations towards the customer, without being liable for any damages.
13.2. All claims that Branderr may have or will have on the customer are immediately due and payable.
14. Applicable Law and Disputes
14.1. All legal relationships between Branderr and the customer are exclusively governed by Dutch law.
14.2. Any disputes between Branderr and the customer, including those considered as such by only one of the parties, will be submitted to the competent Dutch court in the district where Branderr has its registered office, unless mandatory legal provisions oppose this.