General Terms & Conditions of Delivery

General Terms & Conditions of Delivery

These General Terms & Conditions of Delivery have been filed with the Chamber of Commerce in Loon op Zand, under number 18128710.

1. General

1.1In these General Terms & Conditions of Delivery, the following terms have the following meanings:

– ‘General Terms & Conditions of Delivery’: these General Terms & Conditions of Delivery of Tessuto International B.V.
– ‘In writing’: communication by mail, fax or electronically.
– ‘Tessuto’: Tessuto International B.V. in Loon op Zand
– ‘Co-contracting Party’ or ‘Buyer’: the party with whom Tessuto has concluded a contract (including customers, clients or Co-contracting Party co-contracting parties) to which these General Terms & Conditions of Delivery are applicable.
– ‘User’: the user of the General Terms & Conditions of Delivery.
– ‘Contract’: the contract between User and Buyer.

1.2 The provisions of these General Terms & Conditions of Delivery apply to all offers and agreements between Tessuto and a Co-contracting Party to whom Tessuto has declared these General Terms & Conditions of Delivery applicable.

1.3 These conditions also apply to any agreements with a Co-contracting Party whose execution requires the use of third parties.

1.4 These General Terms & Conditions apply to all agreements between Tessuto and its Co-contracting Parties, unless otherwise expressly stated in writing. The general terms & conditions of the Co-contracting Party are not applicable to the agreements with Tessuto.

2. Offers and quotations

2.1 All offers by Tessuto are non-binding, unless otherwise stated in writing.

2.2 All offers made by Users are non-binding. They are valid for thirty days, unless otherwise indicated. User shall only be bound by the offers if the acceptance thereof is confirmed in writing by the Buyer within thirty days.

2.3 Tessuto is not bound by the contents of leaflets, brochures, advertisements or any other promotional material (electronic or otherwise). Any offer price made in such promotional material is valid for 30 days.

2.4 Agreements with Tessuto come about by placing a written or verbal (telephone) order or request with Tessuto and their acceptance by Tessuto.

2.5 The Co-contracting Party accepts these General Terms & Conditions of Delivery by its verbal or written order or request.

2.6 An order or request is considered to have been accepted by Tessuto if Tessuto fails to expressly inform the Co-contracting Party to the contrary, within 14 days of receipt of said order or request.

2.7 Parties agree that the contents of the order or request of the Co-contracting Party is such as it was received by Tessuto. Any input errors or other mistakes made when placing the order or request are for the account and at the risk of the Co-contracting Party.

2.8 The data provided by the Co-contracting Party when placing an order or request will be collected and included in the customer database of Tessuto.

2.9 In the case of a composite quotation, the User is not obliged to deliver a part of the goods offered in the offer or quotation for a proportionate part of the specified price.

2.10 The prices in these offers and quotations are exclusive of VAT and other government levies, as well as shipment costs and possible packaging and transport costs, unless explicitly stated otherwise.

2.11 Offers or quotations shall not apply automatically to repeat orders.

3. Performance and Deliveries

3.1 Delivery times in offers of the Co-contracting Party are intended as a guideline only and do not give the Buyer the right to terminate the contract or receive compensation if exceeded, unless explicitly agreed otherwise.

3.2 Tessuto is entitled to deliver the goods in parts, unless this is expressly waived by the agreement. Tessuto is entitled to invoice the goods thus delivered separately.

3.3 Unless expressly agreed otherwise, we accept no responsibility for delivery times and untimely delivery does not entitle the Buyer to compensation, or termination of the concluded purchase agreement.

3.4 For sales with a delivery time on demand, an agreed final delivery period applies. If the buyer has not arranged for, or called off items within the agreed period, it is in default and we have the right to terminate the contract, without prejudice to the right to compensation. We are required to inform the Buyer two weeks before calling for termination of the contract.

3.5 The prices in these offers and quotations are exclusive of VAT and other government levies, as well as shipment costs and possible packaging and transport costs, unless explicitly stated otherwise.

3.6 Tessuto will perform the contract to the best of its abilities.

3.7 If and insofar as the proper execution of the contract requires this, the User is entitled to have specific tasks executed by third parties.

3.8 The Buyer shall ensure that all data that Tessuto indicates is necessary, or that Buyer could reasonably be expected to know is necessary, for performance of the contract, shall be provided to User in a timely fashion.

3.9 Tessuto cannot be held liable for any damage or loss caused by the provision of incomplete information.

3.10 All goods delivered by Tessuto are transported at the expense and the risk of the Buyer, unless expressly stated otherwise by Tessuto.

4. Force Majeure

4.1If the manufacturer or the dealer from whom Tessuto procures components, semi-finished products or goods fails to deliver or deliver on time to us, we shall consider this a case of force majeure with respect to the Buyer. Tessuto is not liable to the Buyer for this, and the Buyer has no right to terminate the agreement in such a case. In such a case of force majeure, we are entitled to, at our discretion, either extend the delivery period, or terminate the contract, in so far as it is affected by the impediment.

5. Payment

5.1 Payment of invoices shall be effected without any deductions or discounts within 30 days after the invoice date in the manner indicated on the invoice by Tessuto and in the currency specified.

5.2 The 30-day deadline is final. Late payment will automatically result in the Co-contracting Party being in default without notice. The Buyer will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest rate will apply.

5.3 Without prejudice to the consequences resulting from default under the Dutch Civil Code, in the event of failure of payment or timely payment of an invoice, Tessuto shall be entitled to reimbursement of the costs of any extrajudicial legal aid, which are fixed at 15% of the principal sum, with a minimum of €34, VAT included.

5.4 Payments effected by the Co-contracting Party shall always be used for settlement of, firstly, all the interests and costs owed and, secondly, of payable invoices that have been longest overdue, even if the Co- contracting Party should state that the settlement relates to a later invoice.

5.5 The Co-contracting Party may not settle any amount receivable from Tessuto with a debt based on an agreement with Tessuto.

5.6 Tessuto always retains the right to require security for the payment or advance payment, where performance of its obligations may be suspended until the required security has been provided.

5.7 Delivered products remain the property of Tessuto until full payment is made.

5.8 All goods supplied by us remain our property until the full payment of all our claims, for whatever reason, including interest and costs.

5.9 The Buyer may, as long as the above-mentioned retention of title continues, only make use of the delivered goods for personal use and/or use in the course of its business. The Buyer is therefore not free to sell, encumber or otherwise dispose of the delivered goods, other than in the context of its normal business operations. The Buyer undertakes to return the goods upon first request and to give any desired assistance such as providing access to the store rooms and the like.

6. Samples / Complaints / Returns

6.1 If a Buyer was provided with or shown a sample or model, it is presumed to have been provided only as an example, without the actual goods having to correspond to it, unless it has been expressly agreed that the goods will correspond to the sample or model.

6.2 Complaints about delivered products or services and/or objections to invoices must be submitted to Tessuto within 14 days after the invoice date in writing. Any complaints made shall not suspend the payment obligation of the Co-contracting Party.

6.3 Slight deviations in quality, size, colour and finish, permissible in the trade and/or technically unavoidable, shall constitute no reason for complaint. Only complaints that are directly associated with the proper use of the goods, are admissible.

6.4 Returns are accepted only if the products are undamaged and promptly returned in their original packaging.

6.5 Products that have been created according to specifications of the Co- contracting Party, products that are clearly personal in nature, as well as products that cannot be returned because of their nature, are not accepted as return items.

6.6 The Buyer may only return goods with our written agreement. We will then keep the consignment available to the Buyer, for the account and at the risk of the Buyer, without this constituting any acknowledgment of the accuracy of any complaints.

7. Warranty and Liability

7.1 Tessuto warrants that the goods to be delivered meet the customary requirements and standards and that they are free of defects.

7.2 The aforementioned warranty also applies if the goods to be delivered are destined for use abroad and the Buyer has explicitly informed the User of this use at the time of entering into the agreement.

7.3 The aforementioned warranty is valid for a period of three months after delivery.

7.4 If the delivered goods do not meet these warranties, the User shall, within a reasonable time after receipt thereof, either replace the goods, if return is not reasonably possible, or arrange for their repair. In case of replacement, the Buyer undertakes to return the replaced good to Tessuto and to grant Tessuto title to the goods.

7.5 The warranty is void if a defect is caused by improper or inappropriate use or if, without written permission from the User, the Buyer or third parties have made or attempted to make changes to the goods or the product or have used the goods for purposes for which the goods are not intended.

7.6 Tessuto shall never be liable for product damage or losses, decline in profits and other indirect damages and/or losses caused by the incorrect use of the goods delivered by us to the Buyer and/or the Buyer’s customers.

7.7 The Co-contracting Party indemnifies Tessuto against all claims of third parties in connection contracts concluded with Tessuto. This indemnification includes any damage and costs incurred by Tessuto in connection with such a claim.

8. Intellectual Property

8.1 Notwithstanding the other provisions in these General Terms & Conditions of Delivery, Tessuto reserves the rights and powers to which the User is entitled under the Copyright Act.

8.2 The Buyer is not permitted to make changes to the goods or products unless the nature of the delivered goods suggest otherwise or otherwise has been agreed in writing.

8.3 Any items provided by Tessuto such as designs, sketches, drawings, videos, software, files, etc., are explicitly intended to be used by the Buyer and may not be reproduced, made public or disclosed to third parties by the Buyer without the prior consent of Tessuto, unless otherwise required by the nature of the provided items.

9. Applicable Law

This Agreement is exclusively governed by Dutch law.