Terms and Conditions

TERMS AND CONDITIONS OF RENTAL, DELIVERY AND PAYMENT of the private limited company ALVERO KANTOORMEUBELVERHUUR® B.V.

I. GENERAL.
These terms and conditions apply to all our quotations, agreements and the performance thereof. Any deviations from these terms and conditions must be agreed by mutual consent and expressly in writing.
If and insofar as there is any doubt on your part regarding the scope or intention of any provision of our terms and conditions, we are happy to provide the requested clarification in writing upon request.
Should any provision of our terms and conditions conflict with current or future legislation, that provision shall be replaced by the provision that most closely approximates its meaning and intent and is permitted by law, or by what is at that time considered reasonable and fair in the industry in that regard.
These terms and conditions have been drawn up on the basis of the business activities carried out by us, in short, the hire and sale of office furniture, all in the broadest sense of the term.
In the event of a dispute regarding the interpretation of these terms and conditions, the Dutch text shall prevail.

II. QUOTATIONS.
All our quotations and offers are made, and discussions and/or negotiations take place, on the basis that our terms and conditions apply and in accordance with those terms and conditions. This means that any terms and conditions on your part, insofar as they conflict with and/or contain more or different provisions than these terms and conditions, and insofar as no express written agreement has been reached in this regard, shall not apply. By placing an order, you expressly waive the applicability of your terms and conditions.
Our quotations are, of course, always non-binding, unless otherwise stated in the quotation. The same applies to all information provided with our quotation. All price lists, brochures and other information provided with our quotation are stated as accurately as possible. These details are also only binding to the extent that this has been expressly stated.
Prior to the conclusion of a contract, we are always prepared to provide any information you deem necessary, so that you are aware of all relevant aspects relating to the final contract. We assume that you, for your part, will also provide us with all necessary information, so that we too are aware of all relevant aspects relating to the final contract.

III. THE AGREEMENT.
An agreement is concluded as soon as we have received a legally valid order signed by you.
Any additional agreements or amendments are only binding on us if they have been confirmed by us in writing.
For every agreement, we shall only enter into it subject to the condition precedent that you – solely in our opinion – are found to be sufficiently creditworthy to fulfil your obligations under the agreement. In that case, you will of course be given the opportunity to demonstrate your creditworthiness in a satisfactory manner.
We are also entitled, after the agreement has been entered into and before performing (further) obligations, to require you to provide security to ensure that you will meet your payment obligations.

IV. TERMS OF HIRE.
In the event of a hire agreement, you undertake to take delivery of the goods on the delivery date. That moment marks the start of the hire period. We will do our best to adhere to the agreed delivery time, but we are not liable for any loss or damage you may incur as a result of a delay. The hire period ends when we take the goods back.
The minimum rental period is 4 weeks. For orders up to an amount to be determined by us, we are entitled to charge a one-off surcharge for those first 4 weeks.
The rent due is payable weekly after the first 4 weeks, with any part of a week being counted as a full week.
We reserve the right to adjust the rental price at the end of the calendar year in line with the inflation rate. If no notice period has been agreed, a notice period of 10 working days applies, which you must observe. You must give notice of termination of the rental agreement in writing.
Naturally, we provide a service in the event of defects that are not the result of improper use.
You are expressly prohibited from altering or moving the rented property yourself. You must instruct us to do so. The costs associated with the work will be charged to you on the basis of a subsequent calculation.
You are liable for all damage, however described, to the rented property and, if repair is impossible, you will be liable for the replacement value.
It is prohibited to make any alterations to, or carry out any repairs on, the hired item, or to have such work carried out by third parties. You are therefore obliged to have any repairs carried out by us at your own expense.
You are obliged to manage the hired property yourself and to treat and maintain it with due care.
You must grant us access at all times to inspect the hired property.
You must notify us immediately in writing if you apply for a moratorium on payments and/or are at risk of going into liquidation and/or third parties have attached the hired property.
Naturally, you may not sublet and/or sell the hired property to third parties and/or otherwise encumber it.
You must ensure that you have adequate insurance against all external risks, based on the replacement value, as is customary for home contents and/or inventory insurance.
On the day the tenancy agreement expires, you are obliged to return the rented property to us in the same condition in which you received it, excluding, of course, normal wear and tear.
Delivery and return shall take place exclusively on working days during office hours.

V. PURCHASE AGREEMENT.
You shall only become the owner of the goods purchased by you and delivered by us at the moment you have paid the price due, plus any interest and costs, including any costs relating to prior delivery.

VI. PRICES
Unless expressly stated otherwise, all our prices are ex-warehouse, excluding VAT, administration costs, delivery charges, insurance costs, import duties and other levies or taxes, and are quoted in Dutch currency.
With regard to an agreed price, we have determined this price as accurately as possible, basing our calculation on the relevant costs known and applicable at the time of the quotation or order. Should any of these cost factors change significantly, we will notify you as soon as possible and consult with you regarding the consequences for the original price.
If, following our notification, you have not notified us in writing within the period to be set (not exceeding 10 working days) that you do not agree to the price change proposed by us, then our notification in this regard shall apply and the new price thus established shall replace the old one. In the event of a price change that is not accepted by you within the specified period, we naturally reserve the right to regard the contract as terminated, or to perform it on the basis of the originally agreed price. If a price change arises as a result of statutory requirements, this is a circumstance to which both parties must, of course, adhere.

VII. PERFORMANCE OF THE AGREEMENT.
We shall fulfil your order in accordance with the quotation signed by you for approval, or at least in accordance with the written order you have provided.
The dispatch of goods from our warehouse is at our expense and risk.
If we have provided pallets, packing cases, crates, containers, etc. for packaging and/or transport, or if these have been provided by a third party, whether or not subject to a deposit or security, you are obliged (unless the packaging is single-use) to return these pallets, etc. to the address specified by us; failing which, you shall be liable to pay us compensation for the resulting loss.

VIII. DEADLINES.
Deadlines specified and agreed by us are not strict deadlines, unless expressly agreed in writing.
We endeavour to deliver within the agreed timeframe and will notify you in good time if this timeframe cannot be met.
If the delay is due to force majeure, we are entitled to suspend our performance for the duration of the force majeure situation.
If, after the expiry of the agreed deadline, you set us a strict deadline, you must allow a period of at least 15 working days in addition to the agreed deadline.
Furthermore, we shall only be deemed to be in default if you have given us written notice of default.

IX. FORCE MAJEURE.
If, through no fault of our own, we are unable to perform our obligations or to do so in a timely manner, we shall not be liable for any compensation.
This refers to circumstances for which we are not at fault, nor are we liable under the law, a legal act or the prevailing practices in our industry; in any event, this includes the circumstance where our supplier fails to deliver, delivers incorrectly or fails to deliver on time.
Should this circumstance give rise to a claim against a third party on our part, and should that claim exceed the loss suffered by us – to be determined in the manner customary in the industry – we shall, upon request, assign that claim against the third party to you for the excess amount.
We shall notify you as soon as possible if, in our opinion, a force majeure situation arises and shall consult with you regarding the timeframe within which we shall still fulfil our obligations. If the force majeure situation is of a temporary nature, we shall be entitled to suspend our performance for the duration of the force majeure situation.
If the force majeure situation is of a permanent nature, this shall be deemed an unforeseen circumstance for both you and us, and we shall each have the right to regard the contract as terminated. Neither you nor we may then claim any compensation, but the provisions of Article 3 shall nevertheless apply.

X. PAYMENT.
Unless expressly agreed otherwise in writing, invoices must be paid in cash on delivery, but no later than 14 days after the invoice date, without any discount or set-off – except in the case of a claim on your part that is due and payable and has been acknowledged by us in writing – and in the manner specified on the invoice. The value date shown on our bank or giro statements is decisive and therefore counts as the date of payment. Furthermore, payment shall always be applied first to settle the interest owed by you, as well as any collection and/or administration costs incurred by us, and shall then be deducted from the oldest outstanding invoice.
If 8 working days have elapsed since the invoice was sent without any written objection on your part, we will assume that you agree with the invoice.
In the event that you:

are declared bankrupt, apply for a moratorium on payments, or have all or part of your property seized;
die or are placed under guardianship;
fail to fulfil an obligation towards us imposed by law or otherwise;
fail to pay an invoice amount or part thereof within the specified period;
decide to cease trading or transfer your business or a significant part thereof;
we shall be entitled to regard all current agreements as terminated, and all amounts owed to us at that time shall become immediately due and payable. We shall therefore be released from our obligation to perform, on whatever grounds whatsoever.

If payment has not been made within the agreed period, you shall owe interest from the date of default at the statutory rate plus 2 per cent. For each reminder sent by us, you shall be liable for the costs to be determined by us in each instance. All extrajudicial costs incurred by us shall also be borne by you.
These costs shall be determined in accordance with the debt collection rates of the Netherlands Bar Association in force at that time and calculated on the principal sum, plus the interest due.

XI. COMPLAINTS.
Any complaints – although it is understood that we accept no liability whatsoever – will only be considered if they are submitted to us in writing within 10 days of delivery of the goods in question. In order for us to form as accurate a picture as possible, the complaint must be made with as precise a description as possible of the nature and grounds of the complaints. Should we consider your complaints to be justified, we undertake solely to rectify the delivery or to credit you with the amount of that delivery.

XII. LIABILITY.
We exclude all liability for damage caused by the use or processing of the goods supplied by us. You must always check for yourself, prior to use or resale, whether the goods supplied by us are in fact suitable for the purpose for which you or a third party intends to use them.  If the goods are to be processed by a third party, you must inform that third party of the contents of our terms and conditions; in any event, you shall indemnify us against any claims for damages from that third party. The situation is different if you can demonstrate that the damage was caused by wilful misconduct or gross negligence on our part. In that case, our liability is, moreover, limited to the value of our delivery, as stated on the relevant invoice.
We are, of course, insured against normal business risks and, where applicable, the provisions of the relevant insurance policy shall prevail.
We are not the manufacturer of the goods we supply, and we therefore exclude any product liability.

XIII. SECURITY.
The goods supplied by us shall remain our property until you have fulfilled all your relevant obligations towards us.
Furthermore, in the event that the goods are not paid for upon delivery, you hereby grant us irrevocable authority to create a charge over those goods, and we shall, upon request, inform you of the nature and amount of the claims for which the charge serves as security.
If you have not yet paid the agreed price and you have sold and delivered the goods in question to a third party, you hereby grant us irrevocable authority in that event and shall provide us with all necessary information, — on pain of a penalty of at least the amount of the relevant invoice — to create a charge over that claim against that third party, and we shall, upon request, inform you of the nature and amount of the claims for which the pledged goods serve as security.

XIV. DISPUTE RESOLUTION.
All our quotations, agreements and their performance are governed exclusively by Dutch law, excluding – where possible – international legislation.
All disputes, including those regarded as such by only one party, arising out of or in connection with the agreement to which these terms and conditions apply, or the terms and conditions themselves and their interpretation or performance, whether of a factual or legal nature, shall, at our discretion, be settled exclusively by the court having jurisdiction within our area of business, or the court having jurisdiction in accordance with the applicable rules on jurisdiction. To determine our choice, you must, where applicable, contact us by registered letter, whereupon we shall inform you of our choice as soon as possible, but no later than within 10 working days.

Thus adopted by the management of ALVERO Kantoormeubelverhuur® B.V. and filed with the Chamber of Commerce in Breda under no. 3437 on 24 February 1997.