Terms and Conditions
Welcome to the Gardentub website. By accessing or using this website, you agree to be bound by the following terms and conditions. If you do not agree to these terms, please do not use this website.
Article 1: General Principles
The general terms and conditions of sale (the “General Terms and Conditions of Sale”) apply to all sales of Gardentub (The “Seller”) and all quotations sent by the Seller to its direct customers in the broadest sense of the word (wholesealers, retailers, installers, etc.). These sales and quotations mainly relate to sanitary ware, in the broadest sense of the word (“Sanitary”). The customer (“Buyer”) is deemed to have accepted these General Terms and Conditions of Sale by the mere fact of his order and expressly and irrevocably waives his own general terms and conditions, if any, whenever and in any form whatsoever. All terms and conditions of the Buyer, regardless of their designation, are not enforceable against the Seller except by means of a written confirmation from the Seller itself. Even in such a case, these General Terms and Conditions of Sale will continue to apply to all points not expressly deviated from by the Buyer’s terms and conditions. If any provision of these General Terms and Conditions of Sale conflicts with a special sales condition expressly agreed in writing between the Seller and the Buyer, the latter condition shall prevail. In such a case, however, these General Terms and Conditions of Sale will continue to apply to all points that have not been expressly deviated from by the special sales conditions.
Article 2: Quotations
The offers of the Seller, including all quotations, budgets, pre-calculations, offers, publicity or similar communications, whether or not indicated with a quotation, are always without obligation and only bind the Seller after written confirmation of the order by the Seller or by the execution of the order by the Seller (see below, article 3). Quotations are in any case made subject to possible changes in the prices of materials, wages, taxes and subject to possible mistakes and errors. If necessary, the indicated prices can be unilaterally revised or improved by the Seller, without the obligation being dissolved by the Buyer. The adjustment is simply charged without mandatory prior notification to the Buyer. In the event that quotations are drawn up on the basis of information provided by or on behalf of the Buyer, the Seller may always assume that this information is correct and complete. If it later turns out that this information was incorrect or incomplete, the Seller can, among other things, unilaterally adjust the prices indicated in the Seller’s quotation without the Buyer being able to dissolve the obligation. The adjustment is simply charged without mandatory prior notification to the Buyer. Unless otherwise agreed, the quoted prices apply for deliveries “free domicile” within the country of purchase of the relevant customer (i.e. to the address of the customer). The prices quoted are exclusive of VAT and all possible current or future direct or indirect charges. In the case of composite offers, there is no obligation to deliver part of the total performance against the amount stated for this part in the offer or against a proportionate part of the price quoted for the whole.
Article 3: Formation of the commitment
The Seller’s commitment is only established by written confirmation of the order by the Seller (by e-mail, fax, letter, etc.) or by the execution of the order by the Seller. The Buyer is obligated to check the order confirmation and to notify the Seller in writing within three working days of receipt of any incorrect or missing information. In the absence of a timely response, the order confirmation is deemed to be correct and determines the content of the obligations of the Buyer and the Seller.
Article 4: Cancellation of an order
If the Buyer cancels hir order in whole or in part, he shall be liable to the Seller for all expenses reasonably incurred for the purpose of fulfilling this order (costs of preparation, orders placed with third parties, storage, commission or advance paid by the Seller to third parties, etc.) with a minimum of 10% of the agreed price, as well as the other damage resulting from the cancellation. Orders for goods specially purchased for the Buyer, which the Seller normally does not have in stock, can never be cancelled. An order for which production has already started at the Seller’s factory and which is subsequently cancelled by the Buyer will be charged for the full amount.
Article 5: Delivery
Unless otherwise agreed, deliveries are made “free domicile” within the country of purchase of the relevant customer (i.e. to the address of the customer). Any shipment of goods sold to or delivery to any other place is at Buyer’s risk. The stated delivery times are always indicative and do not constitute an obligation for the Seller. The fact that the goods have not been delivered within the foreseen delivery period does not in itself entitle the Buyer to terminate the agreement, nor to refuse the goods or to claim any form of compensation. Termination of the agreement by the Buyer dus to alleged late delivery is only possible after a prior written notice of default, after which a final reasonable delivery period will be determined, without the Seller being liable for any damage that could result from the termination result. The delivery times are in any case automatically extended if unforeseen circumstances, independent of the will of the Seller, and/or force majeure occur. The seller always has the right to make partial deliveries, without the Buyer refusing to do so.
Article 6: Payment
Invoices are payable at the Seller’s place of business. All invoices must be paid within 30 calendar days of the invoice date, unless expressly agreed otherwise. Complaints regarding invoices must, under penalty of forfeiture, be notified to the Seller in writing within 8 calendar days after the invoice had been sent. In the absence of a timely response, the Buyer can no longer invoke an error in the invoice. An invoice that has not been paid on the due date entitles, by operation of law and without prior notice of default, to a default interest of 10% per year. Your initials: ½ Gardentub Hermesstraat 10 5047 TS Tilburg The Netherlands PO Box 4149 5004 JC Tilburg Holland Tel: +31 (0) 13 5728728 Fax: +31 (0) 5720262 www.gardentub.com firstname.lastname@example.org The invoiced amount will also be increased by a fixed compensation of 10% of the amount due, with a minimum of 100 euros, without prejudice to the Seller’s right to (i) prove greater damage and claim compensation for it and (ii) all its to suspend obligations towards the defaulting debtor and do dissolve the agreement in accordance with Article 10 of these General Terms and Conditions of Sale. In addition, all other amounts that the Buyer would still owe will become immediately due and payable. The expenses and collection costs caused by the late payment will be additionally charged to the Buyer.
Article 7: Retention of title
The ownership of the delivered goods only transfers to the Buyer at the time of full payment of the price, any additional costs, interest and compensation due. In the event of non-payment, the Seller may, by registered letter, demand the return of the delivered goods, without any other formality. The Buyer is solely responsible for the safekeeping of the delivered goods from delivery. If the Buyer has already resold the unpaid goods to third parties, the Seller will assume the rights of the Buyer and may demand direct payment from these third parties or, in the event of non-payment by the third party concerned to the Buyer, restitution of the delivered goods, it being understood that the Seller cannot claim a higher amount than the amount owed by the Buyer to the Seller. The Buyer is obliged to immediately transfer to the Seller any amounts it may have received from these third parties.
Article 8: Complaints regarding delivered goods and warranty to the Buyer
The Buyer must immediately check the delivered goods, in particular with regard to the conformity of the delivery and with regard to visible defects. Any complaints must, under penalty of forfeiture, be notified tot the Seller in writing within 8 calendar days after delivery of the goods. The writing must contain a detailed description list of the defects. In the absence of a timely response, the Buyer can no longer invoke any defect, except in the case of a hidden defect. Submitting a complaint does not release the Buyer from its payment obligation in accordance with Article 6 of the General Terms and Conditions of Sale. The Seller is not liable, except in the case of deliberate error, for visible defects, nor for defective goods that have already been processed by the Buyer, nor for the damage that the Buyer directly or indirectly (including, but not limited to, lost profit, missed opportunities, other consequential damage, etc.) suffers as a result of (i) visible defects in the sanitary facilities that are not reported in writing within the aforementioned period of 8 calendar days, (ii) defective goods that have already been processed by the Buyer and (iii) late delivery of the ordered goods within the meaning of Article 5 of the General Terms and Conditions of Sale. The Buyer cannot invoke the warranty under this Article 8 if the delivered goods that are returned by the Buyer to the Seller are not adequately packaged. If the Buyer opts to exhibit the Sanitaryware (or parts of the Sanitaryware) in a showroom or at a fair, the Buyer cannot rely on any defect or damage caused as a result of the exhibition. In the event of an admissible and well-founded complaint within the aforementioned period of 8 calendar days, the Seller has the right to replace all or part of the Sanitary Ware concerned or the relevant parts thereof, without the Seller being liable for any other compensation.
Article 9: Force majeure
The Seller is not liable in the event of non-performance of the agreement due to force majeure. Force majeure is understood to mean any non-compliance with the agreement as a result of non-attributable cause. This includes, but is not limited to: war, fire, flood, government measures, non-compliance with delivery terms by suppliers of the Seller, strike, mechanical breakdowns in the factories of the Seller, etc. When a force majeure situation continues for more than 90 consecutive days, Buyer and Seller have the right to cancel the order, without the Seller being obliged to pay any form of compensation.
Article 10: Suspension and dissolution
If the Buyer fails to fulfil its obligations as set out in these General Terms and Conditions of Sale or in any other agreement concluded with the Seller, all obligations of the Seller towards the Buyer will automatically (and therefore without any formal notice of default being required) be suspended until the time when the Buyer has fulfilled its obligations, regardless of the agreement from which they arise. If the Buyer fails to fulfil its obligations within 2 weeks of a formal notice default from the Seller, the Seller has the right to terminate all or certain agreements entered into with the Buyer and to claim damages. In Addition, all outstanding amounts as well as collections costs become immediately due and payable.
Article 11: Unenforceable of Invalid Provision
If any provision in these General Terms and Conditions of Sale should be unenforceable or contrary to a provision of mandatory law, this unenforceability or invalidity will not affect the validity and enforceability of other provisions in these General Terms and Conditions of Sale, nor that part of the provision in question that is not in conflict with mandatory law. In addition, the Parties shall mutually agree to replace the invalid or unenforceable provision, or the invalid or unenforceable part of a provision, with a provision that approaches the intention of the Parties as closely as possible.
Article 12: Applicable law and competent court
The contractual relationship between Gardentub and the Buyer, including these General Terms and Conditions of Sale, are governed by Dutch law, to the exclusion of the Convention on International Sale of Goods Concluded in Vienna on April 11, 1980 and the Convention on the Limitation of International Sales of movable property concluded in New York on June 14, 1974 as well as all other possible treaties applicable to international sales.
All disputes to which the contractual relationship between the Seller and the Buyer, including these General Terms and Conditions of Sale, could give rise, fall under the exclusive jurisdiction of the courts of Breda.