GENERAL TERMS AND CONDITIONS

Article 1. General
1.1. These terms and conditions apply to every tender, offer and agreement between Designtegels.nl B.V., hereinafter referred to as: “Designtegels”, and another party, to which Designtegels has stated these terms and conditions to be applicable, in so far as these terms and conditions have not been expressly derogated from in writing by parties.
1.2. The present terms and conditions also apply to agreement with Designtegels, for the carrying out for which Designtegels must engage third parties.
1.3. These general terms and conditions are also drawn up for the employees of Designtegels and its board of directors.
1.4. The applicability of any purchase conditions of the Other Party is specifically rejected.
1.5. If one or more provisions in these general terms and conditions are at any time wholly or in part void or might be annulled, than the rest of the provisions in these general terms and conditions remain fully applicable. Designtegels and the Other Party will in that case enter into consultation in order to agree new provisions to replace the void or annulled provisions, in the course of which the purpose and the effect will as much as possible be observed.
1.6. If there is a lack of clarity with regard to the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place ‘in the spirit’ of these terms and conditions.
1.7. If a situation occurs between parties which has not been provided for in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
1.8. If Designtegels does not each time desire strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Designtegels.nl would in any manner whatsoever lose the right in other cases to desire the strict compliance with the provisions of these terms and conditions.

Article 2. Offers and tenders
2.1. All offers and tenders of Designtegels are without obligation, unless a period for acceptance is set in the offer. An offer or tender lapses if the product to which the offer or tender relates becomes no longer available in the interim, for any reason whatsoever.
2.2. Designtegels cannot be held to its offers and tenders of the Other Party can in reasonableness understand that the offers or tenders and descriptions, or as the case may be a part thereof, contains an obvious mistake or manifest clerical error.
2.3. The prices of our products set out in an offer or tender are including VAT. Other duties of authorities as well as costs to be incurred in the context of the agreement, including inter-branch transport costs, advice costs, travel and subsistence expenses, dispatch and administration costs, can be charged on, unless otherwise specified.
2.4. If the acceptance (whether or not on secondary points) derogates from the offer included in the offer or the tender then Designtegels is not bound thereto. The agreement then does not come into effect in accordance with this derogation acceptance, unless Designtegels specifies otherwise.
2.5. A composite quotation does not oblige Designtegels to carry out a part of the order in accordance with a similar part of the price given. Tenders and offers do not automatically apply to future orders/tenders.

Article 3. Delivery periods, execution and amendments
3.1. The agreement between Designtegels and the Other Party is entered into for a specified time, unless it ensues otherwise from the nature of the agreement or if parties expressly and in writing agree otherwise.
3.2. Your order must be collected from one of our branches in Breda or Utrecht no later than 14 days from the confirmation of your order. After this time we are entitled to take the goods back in stock and to sell the goods on.
3.3. For a fee in line with the market we can have your order delivered to a location of your choice. We use external carriers and can arrange a delivery date within a specific part of the day. You do have to be at home on the day arranged to be able to receive the consignment. The haulier delivers to your front door. We are not liable for damage arisen during the transport.
3.2. If a period has been agreed or given for the completion of certain work or for the delivery of certain matters, then this is never a maximum deadline. On exceeding a period the Other Party must give notice of default in writing to Designtegels. Designtegels must be offered a reasonable period thereby so as to execute the agreement at a later date.
3.3. Designtegels has the right to have certain activities carried out by third parties.
3.4. Designtegels is entitled to execute/deliver the agreement in different stages and to invoice separately for the part thus executed.
3.5. If the agreement is executed in stages Designtegels can suspend the execution of those parts that belong to the following stage until the Other Party has approved in writing the results of the stage previous thereto.
3.6. If Designtegels requires details from the Other Party for the execution of the agreement, the execution period does not commence earlier than after the Other Party has made these details correctly and completely available to Designtegels.
3.7. If it appears during the execution of the agreement that it is necessary for the proper execution thereof to amend this or to add to this, then the parties will in time and in joint consultation decide on modification of the agreement. If the nature, extent or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities etcetera, is altered and the agreement through this is altered qualitatively and/or quantitatively, then this can have consequences for that which was originally agreed. The originally agreed amount can be increased or decreased through this. Designtegels will, as much as this is possible, give a prior quote thereof. Through an amendment to the agreement the original period of execution can be altered. The Other Party accepts the possibility of amendment to the agreement, including the alteration in price and period of execution.
3.8. If the agreement is amended, including an addendum, then Designtegels is entitled to only execute this after agreement for this has been given by the person authorised within Designtegels and the Other Party has agreed to the price given for the execution and other terms and conditions, including in that case the point in time to be determined on which execution thereof will be given. The non-execution or not immediate execution of the amended agreement also does not bring Designtegels into breach of contract and it is not a ground for the Other Party to terminate the agreement.
3.9. Without being in default therewith, Designtegels can refuse a request to amend the agreement, if this, from a qualitatively and/or quantitatively point of view, could have consequences for, for example, the activities to be executed or the matters to be delivered.
3.10. If the Other Party would be in default in the proper fulfilment of that to which he is bound towards Designtegels, then the Other Party is liable for all damage ((including all (legal)costs)) on the part of Designtegels arising directly or indirectly from this.
3.11. If Designtegels at the entering into the agreement agrees a certain price, then Designtegels is nevertheless entitled under the following circumstance to increase the price, also when the price was originally not given with a proviso.
- if the price increase is the result of an amendment to the agreement;
- if the price increase ensues from an authority vested in Designtegels or an obligation to which Designtegels is subject by virtue of the law;
- in other cases, with the proviso that the Other Party which does not act in the course of a profession or business, is entitled to terminate the agreement by a written statement if the price increase amounts to more than 10% and takes place within three months after entering into the agreement, unless Designtegels in that case at a later date is prepared to execute the agreement on the basis of that which was originally agreed, or if it is stipulated that the delivery will take place more than three months after the purchase.

Article 4. Suspension, termination and termination before the end of term
4.1. Designtegels is entitled to suspend the fulfilment of the obligations or to terminate the agreement forthwith and with immediate effect, if:
- the Other Party does not fully, or not in time, fulfil the obligations under the agreement;
- after the entering into the agreement circumstances have come to the attention of Designtegels giving good grounds to fear that the Other Party will not fulfil the obligations;
- the Other Party at the entering into of the agreement has been requested to furnish security for the fulfilment of its obligations under the agreement and this security is not forthcoming or insufficient;
- if through delay on the part of the Other Party it can no longer be required of Designtegels that it will/ can fulfil the agreement under the originally agreed conditions;
- if circumstances occur which are of such a nature that the fulfilment of the agreement or un-amended maintenance of the agreement cannot in reasonableness be required of Designtegels.
4.2. If the termination is attributable to the Other Party, Designtegels is entitled to compensation of the damage, including all costs directly or indirectly arisen through this.
4.3. If the agreement is terminated, the claims by Designtegels on the Other Party are immediately due and payable. If Designtegels suspends the fulfilment of the obligations it retains its claims under the law and the agreement.
4.4. If Designtegels on the grounds as set out in this article changes over to suspension or termination, it is not on account of this bound to payment of damage and costs arisen through this in any manner whatsoever or compensation, while the Other Party, on the basis of breach of contract is
liable for payment of damages or compensation.
4.5. If the agreement is terminated before the end of the term by Designtegels, Designtegels will in consultation with the Other Party take care of the transfer of activities still to be executed to third parties. This is unless the termination is attributable to the Other Party. Unless the termination before the end of the term is attributable to Designtegels, the costs of the transfer will be charged to the Other Party. Designtegels will inform the other party as much as possible in advance with regard to the extent of these costs. The Other Party is bound to pay these costs within the period set by Designtegels, unless Designtegels specifies otherwise.
4.6. In case of liquidation, of (application for) a moratorium or of bankruptcy, of attachment – if and in so far as the attachment is not lifted within three months – levied against the Other Party, of debt rescheduling or another circumstance whereby the Other Party is no longer free to have its assets at its disposal, Designtegels is free to terminate the agreement forthwith and with immediate effect or to cancel the order or agreement, without any obligation on its part for payment of any damages or compensation. If the agreement is terminated, the claims by Designtegels on the Other Party are immediately due and payable in that case.
4.7. If the Other Party cancels an order placed wholly or in part, then the materials ordered or prepared for this, plus any removal and delivery costs thereof and the working hours reserved for the execution of the agreement, will be charged in full to the Other Party.

Article 5. Force majeure
5.1. Designtegels is not bound to comply with any obligation towards the Other Party if it is prevented in this as the result of a circumstance not attributable to a wrongful act, and neither if in accordance with the law, a legal act or according to generally accepted standards becomes on his account.
5.2. Force majeure includes in these general terms and conditions in addition to that which is included as to that in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Designtegels cannot exercise any influence, but through which Designtegels is unable to fulfil its obligations. Designtegels also has the right to rely on force majeure if the circumstance that prevents (further) execution of the agreement, commences after Designtegels should have met its obligation.
5.3. Designtegels can during the period that the force majeure continues suspend the obligations under the agreement. If this period lasts longer than three months, then each of the parties is entitled to terminate the agreement, without obligation to pay damages to the other party.
5.4. If Designtegels at the time of the occurrence of force majeure has in the meantime partially fulfilled its obligations under the agreement or could be able to fulfil these, and if the part fulfilled or respectively the part to be fulfilled has an independent value, Designtegels is entitled to invoice for the already fulfilled respectively to be fulfilled separate part. The Other Party is bound to pay this invoice as if there were a separate agreement.

Article 6. Payment and collection charges
6.1. The invoices must be paid by Other Party by using PIN or cash at the collection of the order. If the order is delivered the payment must be made no later than 3 days prior to the agreed delivery date by bank transfer to account number 13.57.04.782 of Designtegels.nl BV in Utrecht stating the invoice number.
6.2. We expressly point out to the Other Party that if the payment is not transferred in time, Designtegels cannot give the order to the carrier. Payment must take place in the manner to be indicated by Designtegels in the currency in which it is invoiced, unless indicated otherwise in writing by Designtegels. Designtegels is also entitled to invoice periodically.
6.3. If the Other Party remains in default in the timely payment of an invoice, then the Other Party is in default by operation of law. The Other Party will owe interest in that case. In case of consumer sale the interest is equal to the statutory interest. In other cases the Other Party will owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the amount due and payable will be calculated from the moment at which the Other Party is in default until the moment of payment of the full amount due and payable.
6.4. Designtegels has the right to apply the payments made by the Other Party first to reduction of the costs, then to reduction of the arrears interest and finally to reduction of the principal sum and the accrued interest.
6.5. Designtegels can, without thereby falling into default, refuse an offer of payment, if the Other Party designates another order for the allocation of the payment. Designtegels can refuse payment in full of the principal sum, if the arrears interest and accrued interest and collection charges are not also satisfied thereby.
6.6. Objections to the amount of the invoice do not suspend the payment obligation.
6.7. If the Other Party is in default or in omission in the (temporary) fulfilment of its obligations, then all reasonable costs in acquiring satisfaction without the intervention of the courts will be on the account of the Other Party. The extrajudicial costs are calculated on the basis of that which is at that moment customary in the Netherlands in the debt collection practice, at the moment the calculation method in accordance with Voorwerk II Report. If Designtegels however has incurred higher costs for collection which were reasonably necessary, the actual costs incurred will be reimbursable. Any judicial and enforcement costs incurred will also be recovered form the Other Party. The Other Party will also owe interest for the collection charges owed.

Article 7. Retention of title
7.1. All materials delivered by Designtegels in the context of this agreement remain the property of Designtegels until the Other Party has satisfactorily fulfilled all obligations under the agreement(s) concluded with Designtegels.
7.2. Materials delivered by Designtegels, that pursuant to subsection 1. are subject to retention of titles, may not be sold on and may never be used as a means of payment. The Other Party is not entitled to pledge the materials subject to retention of title or to encumber them in any other way.
7.3. The Other Party must always do all that can be reasonably expected of it to secure the ownership rights of Designtegels.
7.4. If third parties impose an attachment on the matters subject to retention of title or want to attach rights thereto or have apply thereto, then the Other Party is obliged to inform Designtegels immediately of this.
7.5. The Other Party is obliged to insure the materials delivered subject to retention of title and to keep insured against fire, explosion and water damage as well as theft and the insurance policy must be made available on first request to Designtegels for inspection. In case of any payment from the insurance providers Designtegels is entitled to these monies. In so far as necessary the Other Party binds itself in advance towards Designtegels to provide its cooperation with all that in that context may (appear) to be desirable.
7.6. In the event that Designtegels wants to exercise its ownership rights indicated in this article, the Other Party provides its unconditional and irrevocable permission in advance to Designtegels and to third parties to be designated by Designtegels so as to enter all these places where the property of Designtegels are and to take these materials back.

Article 8. Guarantees, inspection and complaints
8.1. The materials to be delivered by Designtegels meet the customary requirements and standards applicable thereto at the time of delivery which can reasonably expected of them and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to all matters intended for use within the Netherlands. In case of use outside the Netherlands, the Other Party must itself verify if the use thereof is suitable for use there and if this fulfils the conditions required thereof. Designtegels can in that case set other guarantees and further conditions with regard to the materials to be delivered and the carrying out of activities.
8.2. The guarantee mentioned in subsection 1 of this article applies for a period of 12 months from delivery, unless it ensues differently from the nature of the delivered materials or parties have agreed otherwise. If the guarantee provided by Designtegels concerns a material which was produced by a third party, then the guarantee is restricted to that which is provided by the producer of the material, unless stated otherwise. On expiry of the guarantee period all costs for repair or replacement, including administration, dispatch and call out charges will be charged to the Other Party.
8.3. Every type of guarantee will expire if a defect is created as a result from or ensues from injudicious or improper use thereof or use after the best-before date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without written permission from Designtegels, the Other Party or third parties have made alterations to the material, or as the case may be have tried to make, other materials were fastened thereto which should not be fastened thereto of if these were processed or adapted in a manner other than prescribed by Designtegels. The Other Party also is not entitled to the guarantee if the defect is created by or as the result of circumstances over which Designtegels cannot exercise influence, including weather conditions (such as for example but not exclusively, extreme rainfall or temperatures) etcetera.
8.4. The Other Party is bound to (have) inspected the materials delivered, immediately at the time that the materials are made available to it; respectively the activities concerned are carried out. The Other Party should thereby inspect if the quality and/or quantity of the delivered materials corresponds with that which was agreed and meets the requirements parties have agreed in this respect. Possible defects must be notified in writing to Designtegels within two weeks from discovery. The notification must contain an as detailed as possible description of the defect, so that Designtegels is able to react adequately. The Other Party must give Designtegels an opportunity to (have) investigated the complaint.
8.5. If the Other Party complains in time, this does not suspend its payment obligation. In that case the Other Party continues also bound to purchase and payment of the other materials ordered, unless no independent value is vested therein.
8.6. If notification of a defect is given later that 30 days from the invoice date, then the Other Party is not entitled to a right to repair, replacement or compensation, unless a longer period flows from the nature of the matter or the other circumstances of the case.
8.7. If it is determined that a material is defective and a complaint in this respect has been made in time, then Designtegels will, within a reasonable period from the return thereof, or if return is not reasonably possible written notification with regard of the defect by the Other Party, at the discretion of Designtegels, replace or take care of repair thereof or pay replacement reimbursement for this to the Other Party. In case of replacement the Other Party is bound to return the material to be replaced to Designtegels and to provide the ownership of this to Designtegels, unless Designtegels specifies otherwise.
8.8. If it is determined that a compliant is ungrounded, then the costs arisen from this, including the inspection costs incurred on the part of Designtegels by this, will be charged in full to the Other Party.

Article 9. Liability
9.1. If Designtegels were to be liable, then this liability is limited to that which is arranged in this provision.
9.2. Designtegels is not liable for damage, of whatever nature, resulting from incorrect and/or incomplete details provided by the Other Party on which Designtegels relied.
9.3. Designtegels is exclusively liable for direct damage. Direct damage exclusively includes:
- the reasonable costs of determining the cause and the extent of the damage, in so far as the
determination relates to damage within the meaning of these terms and conditions;
- the possible reasonable costs incurred to let Designtegels fulfil the defective achievement in accordance with the agreement, in so far as this can be attributed to Designtegels;
- reasonable costs, incurred in prevention and limitation of damage, in so far as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
9.4. Designtegels is never liable for indirect damage, including resulting damage, lost profit, lost savings and loss due to business interruption and other kinds of interruption. In case of consumer sale this limitation does not apply further than that permitted pursuant to Book 7 Section 24 Subsection 2 of the Dutch Civil Code.
9.5. If Designtegels were liable for any damage, then the liability of Designtegels is limited to no more than twice the invoice amount of the order, or to that part of the order to which the liability relates to.
9.6. The liability of Designtegels is in all events always limited to the amount of payment by its insurer as the occasion arises.
9.7. The limitations of the liability included in this article do not apply if the damage can be attributed to intent or gross negligence by its managers and employees.

Article 10. Time limit
10.1. In derogation from the statutory time limits, the time limit of all claims and defences against Designtegels and the third parties involved by Designtegels in the execution of an agreement, amount to one year.
10.2. The provisions of subsection 1 are not applicable to legal actions and defences that are based on fact that could justify the argument that the delivered material did not conform to the agreement. Such legal actions and defences are barred by lapse of time after two years after the Other Party has notified Designtegels of such nonconformity.

Article 11. Risk transfer
11.1. The risk of loss, damage or depreciation transfers to the Other Party at the time at which materials are transferred into the control of the Other Party and/or at the time at which the goods on the order of the Other Party go into transport.
11.2. The Other Party must check the purchased tiles for breakage, damage, and colour fastness prior to the tiles being transported. Damaged tiles can immediately be exchanged free of charge. The Other Party must also check if the goods on the invoice correspond with that which the Other Party has taken in receipt. Other Party is itself responsible for this.
11.3. Tiles received by the Other Party through an external carrier must immediately on receipt be checked for accuracy and damage. In case of damage or inaccuracy, the Other Party must inform Designtegels in writing (by email) within 24 hours from receipt. Designtegels is not liable for damage arisen during the transport carried out by third parties.

Article 12. Indemnity
12.1. The Other Party indemnifies Designtegels for any claims by third parties, which suffer damage in connection to the execution of the agreement and the cause of which is attributable to others than Designtegels.
12.2. If claims were to be made against Designtegels in respect of this, then the Other Party is bound to assist Designtegels extra-judicially as well as judicially and promptly do all that can be expected of it in that case. If the Other Party were to continue in default in taking adequate measures, then Designtegels is, without notice of default, entitled to do so. All costs and damage on the part of Designtegels and third parties arisen thereby will be on the account and risk of the Other Party.

Article 13. Intellectual property
13.1. Designtegels retains the rights and powers vested in it on the basis of the Copyright Act and other intellectual legislation and regulations. Designtegels has the right to use knowledge that was brought to its attention through the execution of an agreement also for other purposes, in so far as hereby no strictly confidential information of the Other Party is brought to the knowledge of third parties.