Terms and Conditions
GENERAL SALES AND DELIVERY TERMS AND CONDITIONS OF TEAMWORK INTERIORS B.V., ESTABLISHED IN (7061 GA) TERBORG, THE NETHERLANDS, VARSSEVELDSEWEG 20A, FILED WITH GELDERLAND DISTRICT COURT, ZUTPHEN LOCATION, THE NETHERLANDS, FILED ON 11 OCTOBER 2019 UNDER NUMBER 34/ 2019
Clause 1 General
1.1 Teamwork Interiors B.V (hereinafter: ”Teamwork”): the party which uses these general terms and conditions in one or more agreements.
1.2 The other party: the party which concludes/wishes to conclude/considers concluding an agreement with Teamwork.
1.3 Titles at the top of clauses are only intended for ease of reference and do not provide a broader or more limited meaning to a clause or part thereof.
1.4 In case of differences in interpretation between the Dutch and English versions of these general delivery and payment terms and conditions, the Dutch version is decisive for the meaning.
Clause 2 Applicability
2.1 These general terms and conditions apply to all quotations, estimates, offers, price quotes, received assignments and order confirmations issued by Teamwork in whatever manner, under the scope of the business operations of Teamwork, as well as all agreements realised under that scope between Teamwork and the other party.
2.2 Deviation from these general terms and conditions can only be agreed in writing. Different general terms and conditions only relate to the agreement in which those are included and not to agreements which will be realised between Teamwork and the other party or which were concluded in the past.
2.3 General terms and conditions of the other party, whatever they are called, do not apply.
Clause 3 Offers
3.1 All of Teamwork’s verbal and written offers are without obligation and they are non-binding in respect of Teamwork.
3.2 A written offer remains valid for the term cited in that offer and, if no term is cited, then for a term of 30 days.
3.3 The details cited in Teamwork’s offers, pricelists and other documents, such as images, designs, drawings, colours, calculations, sizes and weights, are non-binding in respect of Teamwork.
3.4 Slight deviations in quality, colour, finish, quantity, size, weight, etc., which are considered admissible in the trade or which cannot be avoided technically, are considered to be acceptable.
3.5 Unless explicitly stated otherwise, work that is not included under Teamwork’s normal working area, such as fitting ceilings and floor coverings, painting, electrician’s, demolition, masonry and other such (building) work, is not included in the quotation or agreement.
3.6 Teamwork reserves all rights to intellectual property for designs, models, images and drawings provided with the offer, even if costs have been calculated for those. These remain the (intellectual) property of Teamwork and may never be copied and/or made known to third parties in any way without prior written permission from Teamwork. If the other party acts in a way that is contrary to the above, then the other party will owe Teamwork an amount of EUR 12,500 per breach, notwithstanding Teamwork’s right to claim the actual damage suffered. On payment of such, the (intellectual) property will not be transferred.
3.7 The designs, models, images and drawings must be returned to Teamwork within a period of five days following a dated request from Teamwork for that purpose. If the other party acts contrary to the above, then the other party will owe Teamwork an amount of EUR 2,500 per breach, as well as EUR 500 for every day that the breach continues, notwithstanding Teamwork’s right to claim the actual damage suffered. On payment of such, the (intellectual) property will not be transferred.
3.8 All statements included on Teamwork’s website are non-binding for Teamwork and they only amount to an invitation for the other party to make an offer.
Clause 4 Assignment
4.1 An assignment, whether verbal or written, provided to Teamwork or one of Teamwork’s employees is binding for the other party.
4.2 If an assignment is withdrawn by the other party, then Teamwork has the right to charge the other party for the costs and/or expenses incurred by Teamwork as a result of that assignment.
Clause 5 Additional work (reduced work)
5.1 Price increases arising from the request by the other party for additions and/or amendments to the originally concluded agreement, whether, among other things, as a result of changes to the building or caused due to the details provided differed from the actual execution, will be considered to be additional work when further costs have arisen on account of that and will be passed on to the other party.
5.2 In case of reduced work, Teamwork is not obliged to credit the full purchase price the parts that are surplus due to the reduced work.
Clause 6 Prices
6.1 All prices are given in euros and are excluding VAT.
6.2 Price lists are non-binding. If the invoicing takes place in a currency other than the euro and an exchange rate difference occurs between the time of realisation of the agreement and execution of the agreement, then Teamwork has the right to adjust the original price in a foreign currency.
6.3 Notwithstanding the provisions of paragraph 2, execution of every agreement will take place under the explicit condition that the price is (or prices are) based on the factors which determine the cost price applicable at the time of conclusion of the agreement. If changes occur in the aforementioned factors which determine the cost price between the time of realisation of the agreement and execution of the agreement, then Teamwork has the right to adjust the original price.
6.4 If the price agreed originally in accordance with paragraph 3 is increased by more than five per cent of the originally agreed price, then the other party, which is not acting in exercising the profession or business, has the right to dissolve the agreement. In such cases, the dissolution must be effected in writing within five working days after Teamwork has informed the other party of the price increase.
6.5 Prices apply ex works unless agreed otherwise in writing.
Clause 7 Delivery times
7.1 Delivery times will be provided on request, but those are non-binding for Teamwork. Exceeding delivery times does not give the other party the right to compensation and/or cancellation of the agreement.
7.2 The delivery time commences when it is confirmed by Teamwork and Teamwork has received all the necessary details from the other party. The other party is obliged to provide Teamwork in a timely manner with all the details and optional provisions that are necessary for the progress of the work.
7.3 If payment in advance has been agreed, then, notwithstanding the above, the delivery term will only commence after receipt of the instalment in question.
7.4 If transport of the goods cannot go ahead due to circumstances which cannot be attributed to Teamwork, then Teamwork has the right to store the goods at the expense and risk of the other party, without prejudicing the right to claim payment from the other party.
7.5 The other party is obliged to accept the goods within a period of time to be determined by Teamwork. After the end of the acceptance period cited by Teamwork, the goods will be for the risk of the other party. In that case, Teamwork has the right to store the goods at the risk of the other party. Any costs, including storage costs, which Teamwork will incur due to the non-acceptance by the other party, can be passed on by Teamwork to the other party. After the end of a period of time to be announced by letter sent by registered post to the other party, then Teamwork is freely permitted to dispose of the goods that were not accepted at its own discretion. Any proceeds from the goods that were not accepted may be deducted from the payment obligation of the other party.
Clause 8 Delivery and transfer of risk
8.1 Delivery of goods by Teamwork will take place ex warehouse, unless agreed otherwise in writing with the other party.
8.2 Without an explicit statement from Teamwork stating otherwise, the risk for items, including goods and materials, is for the expense of the other party from the time of delivery of those, even if ownership of the items, including goods and materials, has not yet been transferred by Teamwork.
8.3 Completion of work carried out by Teamwork in respect of the other party will take place through notification of that by Teamwork to the other party and in any case through full or partial putting to use of the location where Teamwork has carried out the work by or on behalf of the other party. If, in connection with the work to be carried out by Teamwork, items are delivered to the other party, then delivery of those will take place ex warehouse, unless agreed otherwise in writing with the other party. The risk for the items delivered by Teamwork, or otherwise items to be delivered in connection with the work to be carried out for the other party, is also fully for the other party, without negatively affecting clause 8.2, during the execution of the work and irrespective of the location where the work is carried out.
Clause 9 Workplace conditions
9.1 The other party undertakes to ensure in a timely manner that all work carried out and all provisions are made, which fall outside the quotation and which according to Teamwork should be carried out or made prior to the execution of any agreement and to safeguard the proper execution of any agreement with Teamwork.
9.2 The other party undertakes in respect of Teamwork that the place where the goods to be installed, the materials and/or the tools must be stored or where the delivery must take place is in such a state that damage in whatever form and in whatever manner, or theft, will not occur.
9.3 The other party undertakes in respect of Teamwork to ensure that access to the place where the delivery and/or installation must take place is accessible, adequate and without obstruction and, furthermore, that all cooperation is provided to enable the smooth delivery, installation and/or finishing of the work.
9.4 If third parties are also required to carry out work in the area in question, then that work must be terminated before Teamwork commences its work.
9.5 (Sub)floors must, among other things, be free of remains of lime, cement and dirt, as well as loose parts, and if necessary, unless agreed otherwise in writing, made available to Teamwork completely even and level and swept clean.
9.6 Teamwork retains the right to suspend or temporarily stop Teamwork’s work if the other party does not fulfil the aforementioned obligation(s).
9.7 Costs incurred by Teamwork due to a delay in the delivery or installation of the goods caused by the other party will be passed on to the other party.
Clause 10 Complaints
10.1 Checking the number of items in what is delivered is the responsibility of the other party. If no complaint concerning the number of items is made immediately after receipt, then the quantities (cited on the consignment notes, delivery notes or similar documents), will be acknowledged as correct. Complaints concerning insufficient quantities or damage must be noted on the proof of receipt, in order to be valid.
10.2 Defects visible on the outside or deviations in the specifications visible on the outside should be reported in writing as soon as possible by the other party to Teamwork, although that should be within 5 working days after receipt of the delivered goods; if no such report is made, then it will be considered that the other party has accepted what was delivered.
10.3 Defects not visible on the outside or deviations in the specifications not visible on the outside should be reported in writing as soon as possible by the other party to Teamwork, although that should be within 5 days after discovery of those defects or deviations and in any case within a period of 6 months after the invoice date; if no such report is made, then it will be considered that the other party has accepted what was delivered.
10.4 Processed goods will be considered to have been approved, without the other party having any right to complain.
10.5 If attention is given to a complaint outside the aforementioned cases, then this will take place completely without obligation and the other party can derive no rights from that.
10.6 Return of the goods may only take place following prior written permission from Teamwork and they should be sent for the attention of the employee at Teamwork who provided that written permission. Returns of goods by the other party to Teamwork must be paid for by and will be at the risk of the other party. Returns which do not fulfil the conditions will be refused by Teamwork. If the complaint is well-founded in the opinion of Teamwork, then, according to Teamwork’s own choice, Teamwork will either pay an equitable compensation of no more than the amount of the invoice of the part of the delivered goods over which a complaint is made, or replace the goods after undamaged receipt of the returned goods that were originally delivered. Teamwork is not obliged to pay any further compensation. Indirect damage will never be compensated.
10.7 Cancellation of an order by the other party will only be accepted if the other party pays the amount of any costs already incurred. The aforementioned costs amount to at least 15% of the agreed price, with a minimum charge of EUR 250.
Clause 11 Guarantee
11.1 Teamwork guarantees the delivered goods only if and insofar as any defect is the direct consequence of material and/or construction defects and if Teamwork is informed in writing of such a defect within 6 months after the invoice date. In case of claims under the guarantee, the invoice must always be submitted.
11.2 Teamwork is only obliged under this guarantee to repair and/or replace the delivered goods without cost. Dispatch to and from Teamwork in case of repair and/or replacement will only be at the expense of Teamwork if the complaint from the other party is considered by Teamwork to be well-founded. Repair or replacement on grounds of the guarantee will not lead to a comparable extension to the period of guarantee. Should the other party carry out, or arrange to have carried out, any repairs or changes without prior written permission from Teamwork during the guarantee period, or otherwise not fulfil any payment obligation, then the guarantee obligation of Teamwork will lapse. The following fall outside the guarantee: small imperfections in the finish, which do not detract from the sound condition; discoloration of the materials used; damage which is the result of work carried out on the delivered goods by or on account of the other party.
11.3 No guarantee will apply to constructions, materials and/or to materials or part in the work required by or under assignment from the other party by third parties.
11.4 If third parties carry out work after completion of the work by Teamwork, that will be entirely at the risk of the other party.
11.5 If an area in which the work is carried out is used prior to the first delivery, then that will be completely at the risk of the other party.
11.6 A guarantee only applies under normal circumstances. This includes the following, among other things: ensuring the correct humidity in the atmosphere, not exposing goods to extreme humidity, dryness, cold, heat, etc.
11.7 A claim in respect of the guarantee will lapse if: the guarantee period has ended; the other party has introduced or arranged for the introduction of changes to the goods delivered by Teamwork, other than by Teamwork; there is a case of improper use; the other party has transferred ownership of the goods or has handed over the goods for use to a third party; Teamwork has explicitly excluded the claim in respect of guarantee.
11.8 Claims under guarantee only apply to the other party.
Clause 12 Liability
12.1 Teamwork is never liable (for damage), except in cases whereby intent or otherwise serious negligence is involved on the part of Teamwork. Notwithstanding the provisions of the previous sentence, the liability of Teamwork never extends further than the price agreed between Teamwork and the other party for the good(s) delivered by Teamwork, from which the liability of Teamwork arises, on the condition that these good(s) are still in the possession of the other party.
12.2 Teamwork is never liable for indirect damage, including, but not limited to, damage to third parties or loss of profit, trading loss, personal injury, damage due to operational failure, lost income, loss suffered, consequential loss, loss due to business interruption, damage caused by the transporter and damage caused by third parties engaged by Teamwork or replacement compensation.
12.3 Teamwork is also not liable for damage in connection with constructions, measurements, sizes or materials required by the other party or for material or part of the work supplied by third parties to or under assignment from the other party.
12.4 Teamwork’s liability lapses as soon as the goods are disposed of by the other party in any manner, as well as when the other party’s business is transferred to a third party. Any right of the other party to compensation will lapse insofar as no legal proceedings are instituted with the competent district court concerning the damage within one year after discovery of the damage.
12.5 All stipulations limiting liability, which can also be invoked by third parties who have carried out work under assignment from Teamwork or by employees of Teamwork in respect of the other party, irrespective of the legal ground on which the other party bases a claim for compensation in respect of them.
Clause 13 Recommendations
13.1 Recommendations provided by Teamwork are non-binding, unless agreed otherwise in writing.
13.2 Recommendations provided do not release the other party from the obligation to check the goods or work itself for the sound condition of that, or to arrange for that to be done, for the specifically intended use by the other party.
Clause 14 Force majeure
14.1 In case of a force majeure, Teamwork has the right to dissolve the agreement wholly or partly insofar as that concerns the part that has not yet been executed, or otherwise to suspend the execution for no more than 6 months.
14.2 The following, among other things, apply as force majeure: technical malfunctions in the production machinery, lack of raw materials and consumables, fire, strike, exclusions, civil commotion, riots, mobilisation, war, state of siege, traffic gridlock, government measures, business disruptions, water damage or disruption in the energy supply, failures in communication systems, internet outages, failures in automation or computers and disruptions with servers or the cloud, without Teamwork being obliged to provide proof of the influence of that in respect of the hindrance or delay.
14.3 There is also a case of force majeure if Teamwork orders items from a third party and this third party, for whatever reason, remains in default.
14.4 Notwithstanding further rights accruing to Teamwork, Teamwork also has the right, among other things, if Teamwork is prevented from executing an agreement due to a force majeure, to suspend delivery until the force majeure in question ceases to exist, or otherwise, according to Teamwork’s own choice, to dissolve the agreement wholly or partly insofar as that has not yet been executed, without any judicial intervention, without Teamwork being held to pay any compensation or fulfil any guarantee.
Clause 15 Retention of title
15.1 Teamwork remains the owner of all goods that Teamwork placed under the control of the other party until the other party has fulfilled the performance owing by the other party under any agreement, whereby (1) Teamwork supplies goods to the other party or (2) carries out work for the other party or (3) a combination of those. The retention of title extends to the performances owing by the other party, namely payment obligations and compensation due to shortcomings in compliance by the other party.
15.2 The other party is only authorised to sell on the goods that fall under the retention of title pursuant to paragraph 1 under the scope of normal business operations. The other party is explicitly not permitted to pledge those goods, nor to establish any other right on those or, as the case may be, to provide a personal right concerning those to a third party.
15.3 If third parties wish to assert any right to the goods delivered under the retention of title, for example under an attachment, the Debt Management (Natural Persons) Act [Wet schuldsanering natuurlijke personen or WSNP], a moratorium or a liquidation, then the other party is obliged to inform Teamwork immediately of that.
15.4 The other party is obliged, at the first request from Teamwork: to insure the delivered goods under the retention of title, and to keep those insured, against fire, explosion and water damage, as well as against theft, and to provide the policy for these insurances for inspection; to pledge or, as the case may, to assign in advance to Teamwork all claims from the other party to insurers in relation to the delivered goods under the retention of title; to pledge or, as the case may be, to assign the claims to Teamwork, which the other party acquires under the scope of its normal business operations in respect of its clients, on the sale of the delivered goods under the retention of title of Teamwork; to designate the delivered goods under the retention of title as property of Teamwork; to provide cooperation in other ways to all reasonable measures, which Teamwork wishes to take for the protection of its right of ownership in relation to the goods and which do not unreasonably impede the other party in the normal exercise of its business.
15.5 In every case of default by the other party and when there is a well-founded fear that the other party will not fulfil its obligations, Teamwork has the right to take back or arrange the return of the delivered goods on which the retention of title referred to in clause 15.1 rests, without further announcement to the other party or third parties holding the goods for the other party. The costs incurred thereby will be at the expense of the other party. Furthermore, the other party is obliged to provide its full cooperation, subject to a fine of 10% of the amount owed by it at that time, per day.
15.6 The other party authorises Teamwork in advance to enter sites or buildings belonging to or in use by the other party in order that Teamwork can take back the claimed goods.
Clause 16 Provision of security
Teamwork always has the right to expect a suitable provision of security from the other party prior to delivery or commencement of work. Refusal of this provision of security gives Teamwork the right to dissolve the agreement, or otherwise to suspend the execution of that, notwithstanding Teamwork’s rights to payment of expenses.
Clause 17 Paymen
17.1 Net payment should be made within 8 days after invoice date, unless stated otherwise on the order confirmation/ invoice.
17.2 If payment is not made within this period, then the other party will be required to pay interest equal to the statutory interest rate plus 2%, calculated over the outstanding amount of the invoice, including any discount for prompt payment, from the date on which the payment should have taken place up to the date of full payment, without prior demand or notice of default being required.
17.3 Unless agreed otherwise in writing, agreements, including assignments with an invoice value of more than EUR 10,000 excluding VAT will be funded in advance by means of partial invoices, namely 50% on conclusion of the agreement, 40% prior to commencement of instalment and 10% on the calculation of additional and reduced work.
17.4 If the other party does not pay any instalment by eight days at the latest after the due date, then the other party will be in default without any notice of default being required.
17.5 In case of payment in instalments, Teamwork has the right, if the other party is in arrears in paying an instalment, to suspend the work and to store the goods still to be delivered and/or to be processed at the expense and risk of the other party until the default has been rectified.
17.6 If it appears that the finished goods must be placed in storage, then the final instalment will be due and payable at the time that the finished goods are ready for delivery.
17.7 The other party is considered to have acknowledged the invoices as correct and payable if it has not challenged those in writing within 10 days.
17.8 Every payment is considered to have been made in respect of the oldest outstanding invoice.
17.9 Compensation or withholding due to defaults and/or counterclaims, whether or not alleged, is not permitted.
17.10 Payments will be used to reduce costs, interest and the principal sum, in that order.
17.11 Irrespective of Teamwork’s further rights, Teamwork has the right to charge the other party both judicial and extrajudicial collection costs after the end of the payment period, which will be at the level of the most recently applicable collection rates cited in the extrajudicial collection costs graduated scale, which can be found on www.rechtspraak.nl, with a minimum of EUR 350 per invoice.
Clause 18 Confidentiality
The other party undertakes to maintain confidentiality in respect of any confidential information made available to the other party by Teamwork. This includes, in any case, details concerning a product to be newly developed, for example put forward by Teamwork during the negotiation phase. The other party also undertakes to refrain from making use of the aforementioned details for the benefit of its business operations.
Clause 19 Disputes
19.1 All disputes arising from, among other things, quotations provided by or agreements with Teamwork will exclusively be put before the competent court in Teamwork’s district of establishment, unless Teamwork expresses a preference to put the dispute before another relatively competent court.
19.2 If, according to the law, the dispute falls under the subject-matter jurisdiction of the district court, then the dispute to be resolved will be put before the competent district court.
Clause 20 Applicable law
20.1 Dutch law, to the exclusion of the law of other States, applies to all disputes arising from, among other things, quotations provided by or agreements with Teamwork.
20.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply and is explicitly excluded.