Terms & conditions

Definitions In these general terms and conditions of sale (hereinafter referred to as: Terms), the following terms are used in the following meanings, unless otherwise indicated by the nature or context of the provisions: a) Seller: Schaffenburg Office Furniture B.V., located at Wattstraat 2-4, Zwijndrecht. Chamber of Commerce number: 27241679. b) Buyer: Any party with whom the Seller enters into or intends to enter into an agreement, to or for whom the Seller makes an offer, delivers or performs, other than End Customer. c) Parties: Seller and Buyer together. d) End Customer: Any person who purchases goods produced or sold by the Seller from the Buyer. e) Carrier: The Seller or a third party engaged by the Seller for transporting the goods. Article 1: Applicability

1. These Terms apply to all offers and acceptances made by the Seller. All quotations are made under the applicability of these Terms, both on the quotation and the acceptance thereof, as well as the agreement thus concluded.
2. All quotations are valid for one month, unless otherwise stated in the quotation.
3. The agreement is concluded as soon as the acceptance of the offer reaches the Seller; this acceptance must indicate that the Buyer agrees with the applicability of these Terms and waives the applicability of their own (purchase) terms and conditions, if necessary.
4. If the acceptance contains reservations or changes to the offer, the agreement will only be concluded if the Seller agrees to these deviations from the offer.
5. Notwithstanding the foregoing, the Seller, unless expressly agreed otherwise in writing, is only obliged to deliver the ordered goods if the total minimum order value has been reached for the country in which the Buyer is located or as specifically stated in the Seller’s quotation or order confirmation. The Seller reserves the right, without being liable for any compensation and without prejudice to the Seller’s rights under Article 13, to dissolve or terminate agreements concluded with the Buyer if the minimum order value is not reached within a period of six weeks after the (first) agreement has been concluded.

Article 2: Amendments

1. Amendments to the purchase agreement and deviations from the Terms will only be effective if agreed in writing between Buyer and Seller.
2. Deviations from the recommended price or discounts will only be effective if agreed in writing between Buyer and Seller.
3. Changes or additions to an already concluded agreement, as well as side agreements, are only binding if confirmed in writing by the Seller to the Buyer.
4. In the absence of agreement regarding the amendment of the purchase price, a dispute arises between the Parties, to which Article 17 of the Terms applies.

Article 3: Quality and Description

1. If the Seller shows or provides a drawing, photo, model, design, calculation, or other data, this is only for indication purposes. The final delivered goods may differ from what is shown.
2. The Seller undertakes to supply goods to the Buyer that: a. are made of good materials and of good workmanship; b. are in all respects equal to any samples or models provided or made available by the Seller and/or Buyer; c. perform as described in the quotation, except for what is specified in Article 7 of these Terms.
3. The Seller does not warrant that the goods are suitable for the purpose for which the Buyer intends to use them, even if this purpose has been made known to the Seller, unless otherwise agreed between the Parties.

Article 4: Packaging and Shipping

1. The Seller undertakes to package the goods properly (unless the nature of the goods prevents this) and to secure them in such a way that they reach their destination in good condition during normal transport.
2. The goods will be delivered by the Seller to, or sent for delivery to, the agreed location or locations in the manner specified in the order or subsequently agreed.
3. The Buyer is responsible for ensuring that the Carrier can execute the delivery. This means the Buyer must ensure that the location: a. is accessible via a paved road, where the truck can approach within 25 meters of the first door; b. allows the goods to be brought inside in normal packaging; c. allows the goods to be easily placed at the desired location.
4. The Buyer is obliged to provide a lift or suitable vertical transport equipment if delivery is on an upper floor, unless otherwise agreed. The lift must be fully available for the delivery.
5. If the Seller has provided or arranged for pallets, crates, containers, etc., the Buyer must return these to the address specified by the Seller, failing which the Buyer will owe compensation to the Seller.

Article 5: Storage

1. If, for any reason, the Buyer or End Customer is unable to receive the goods at the agreed time and they are ready for dispatch, the Seller will, at the Buyer’s request, store the goods, secure them, and take all reasonable measures to prevent deterioration in quality, for a maximum period of six (6) months.
2. The Buyer is required to pay the Seller storage costs according to the Seller’s usual rates from the time the goods are ready for dispatch or, if later, from the agreed delivery date.
3. The Seller may change the rates at any time.
4. The request for storage must be made at least four (4) weeks before the goods are ready for dispatch.

Article 6: Transfer of Ownership and Risk

1. The goods remain the exclusive property of the Seller until the Buyer has paid all amounts due for the goods delivered or to be delivered, and any associated services or obligations, including any due for failure to comply with agreements.
2. Before ownership is transferred, the Buyer is not entitled to sell, deliver, or otherwise transfer ownership of the goods except in the normal course of business. This right ceases if the Buyer is granted suspension of payment or declared bankrupt.
3. The Seller has the right to access the goods at all times before the transfer of ownership, regardless of their location.
4. The Buyer will owe the Seller a penalty of 10% of the outstanding amount in case of any violation of this article.

Article 7: Delivery Time

1. The Seller will deliver the goods on or around the agreed delivery date, or immediately after the end of the delivery period, as stated in the order confirmation. If a delivery period has been agreed, it will start from the date the Seller has confirmed the order.
2. The specified delivery date or period is always approximate and does not constitute a final deadline unless expressly agreed in writing.
3. The Seller reserves the right to change the delivery date or period at any time. The Seller will inform the Buyer as soon as possible of any changes.
4. The Buyer is not entitled to suspend or (partially) dissolve the agreement due to a change as mentioned in paragraph 3. A change as referred to in paragraph 3 does not release the Buyer from any other obligations arising from law or the agreement.
5. The Seller is not liable for any costs and/or damages resulting from a change as referred to in paragraph 3.
6. The Buyer is obliged to accept the purchased goods at the time of delivery. If the Buyer refuses or fails to provide the necessary information or instructions for the delivery, the goods will be stored at the Buyer’s risk. In such cases, the Buyer is obliged to reimburse the Seller for storage costs according to the Seller’s usual rates from the time the goods are ready for dispatch, or, if later, from the agreed delivery date. The Buyer is also responsible for all transport costs incurred for the delivery. This is without prejudice to the Seller’s right to claim specific performance and/or full compensation for damages and to dissolve the agreement.
7. The Buyer is obliged to impose the conditions in paragraph 6 on the End Customer. If the End Customer refuses to accept the goods or fails to provide the necessary information or instructions, the goods will be stored at the Buyer’s risk. The Buyer is then obliged to reimburse the Seller for storage and transport costs, as stated in paragraph 6.

Article 8: Installation

1. Working drawings and floor plans must be submitted digitally to the Seller at least fourteen (14) days before installation.
2. During installation, the room to be furnished must: a. be finished, clean, empty, and dry; b. have a temperature between fifteen (15) and twenty-four (24) degrees Celsius; c. be equipped with sufficient lighting and 220V electrical outlets available for installation work.
3. Any existing building foundations for the goods to be installed must be completely level and smoothly finished.
4. The location must have secure, dry storage areas for materials and tools during installation.
5. The Seller reserves the right to suspend installation at any time without giving reasons.

Article 9: Force Majeure

1. The Seller’s obligations regarding delivery and other responsibilities as referred to in Article 7 are suspended during periods when the Seller is prevented from fulfilling its obligations due to force majeure.
2. Force majeure for the Seller, in addition to the provisions of Article 6:75 of the Dutch Civil Code, includes situations where the Seller is hindered from fulfilling its obligations under the contract due to war, war danger, civil war, terrorism, riots, disturbances, strikes, fires, floods, water damage, restrictions on imports or exports, transport restrictions, government measures, defects in machinery, energy supply disruptions, or supplier failures, whether attributable or not.
3. If delivery is delayed by more than six (6) months due to force majeure, both the Seller and Buyer are entitled to terminate the contract in writing, stating the date when the force majeure began. In such cases, the Seller is only entitled to reimbursement of incurred costs.
4. The Seller is also entitled to claim payment for work already performed before the force majeure occurred.
5. The Seller may invoke force majeure even if the circumstances causing the force majeure occur after the Seller should have fulfilled its obligations.

Article 10: Resale

1. The Buyer is obliged to cooperate with and participate in the Seller’s promotional measures, including advertising, special offers, and consumer pricing, as announced in advance by the Seller.
2. The Buyer may place their own brand on the packaging of the goods but may not obscure the Seller’s (manufacturer’s) brand.
3. The Buyer is not allowed to modify the goods in such a way that the Seller’s (manufacturer’s) brand becomes invisible.

Article 11: Warranty

1. Subject to the provisions of these Terms, the Seller warrants that the goods and materials delivered or used by the Seller comply with normal standards for a period of twelve (12) months after delivery.
2. The warranty obligation ceases if: a) The Buyer or End Customer makes changes or repairs without the Seller’s prior written consent; b) The Buyer uses the goods for a purpose other than their intended use; c) The Buyer handles, uses, or maintains the goods in a careless or improper manner; d) The Buyer fails to meet their obligations to the Seller.
3. Any costs for dismantling, shipping, and transport are at the Buyer’s expense.
4. The warranty period will not be extended after warranty repairs.
5. The fact that the Buyer makes a warranty claim does not release the Buyer from its payment obligations.
6. The Buyer must inform the End Customer about the properties and handling of goods made from materials like tempered glass, which may break due to stress from minor damage.

Article 12: Complaints

1. Complaints must be made in writing as soon as possible, but no later than five (5) working days after delivery, stating the nature and grounds for the complaint.
2. After this period, the goods are deemed to have been accepted by the Buyer or End Customer, and complaints will no longer be considered.
3. Returned goods will only be accepted after the Seller’s prior written approval under the conditions set by the Seller.

Article 13: Liability

1. The Seller’s liability to the Buyer is limited to fulfilling its warranty obligations as described in Article 11.
2. The Seller is not liable for indirect or consequential damages suffered by the Buyer, such as loss of profit or revenue, unless caused by gross negligence or intent.
3. The Seller’s liability for direct damages is limited to the contract value of the goods, with a maximum of €2,500 per incident or series of incidents.
4. All claims against the Seller must be made within one year of the event giving rise to the claim.

Article 14: Indemnification The Buyer indemnifies the Seller, its employees, and third parties engaged by the Seller against all claims from third parties for damages caused by or otherwise related to goods delivered by the Seller. Article 15: Price and Payment

1. The purchase price includes the price of the goods and the packaging costs.
2. All prices quoted by the Seller, unless otherwise agreed, are exclusive of VAT.
3. The Buyer is obliged to pay the purchase price within fourteen (14) days of the invoice date unless otherwise agreed.
4. If the Buyer fails to pay on time, the Seller is entitled to cancel the contract without judicial intervention and seek compensation for any losses incurred, including transport costs and collection costs.

Article 16: Intellectual Property Rights

1. All intellectual property rights, including copyrights and registered or unregistered design rights, remain the property of the Seller.
2. The Buyer is not permitted to copy, modify, or use the Seller’s materials (such as photos and designs) without express written consent.

Article 17: Legal Requirements

1. The Seller will ensure that the design, composition, and quality of the goods comply with all applicable laws and regulations at the time the contract is concluded.
2. This also applies to the normal use of the goods.

Article 18: Dissolution, Termination, and Cancellation

1. The purchase agreement is dissolved without judicial intervention if the Buyer is declared bankrupt or granted a suspension of payment.
2. In the event of dissolution, all mutual claims become immediately due, and the Buyer is liable for any damages incurred by the Seller.

Article 19: Compensation and Audits

1. The Buyer will be liable for a fixed compensation of €10,000 per violation of Article 10.
2. The Seller is entitled to conduct audits on the Buyer’s accounts to ensure compliance with Article 10.

Article 20: Applicable Law This agreement is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Article 21: Disputes

1. Any disputes arising between the Parties will be settled by the court in Rotterdam unless mandatory legal rules provide otherwise.
2. A dispute is deemed to exist when one of the Parties declares it so.

Article 22: Inconsistency between Dutch Text and Translation In the event of inconsistency between the Dutch text of the Terms and a translation, the Dutch version will be binding.