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Terms and conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY RIVIÈRA MAISON BV, BARNEVELD
Article 1 General
1.1 These terms and conditions apply to all offers and deliveries made by Rivièra Maison BV, established in Barneveld (the Netherlands), hereinafter referred to as ‘Rivièra Maison’, as well as to all (additional) agreements, including agreements related to and/or arising from distribution agreements, entered into between Rivièra Maison and a buyer, hereinafter referred to as ‘the customer’.
1.2 Any provisions of the customer that deviate from the terms and conditions of Rivièra Maison, including purchasing conditions, do not form part of the agreement between Rivièra Maison and the customer and are therefore not binding on Rivièra Maison, unless Rivièra Maison accepts the customer’s terms and conditions in whole or in part in writing.
1.3 In these terms and conditions, ‘in writing’ means by letter or electronically.
1.4 Insofar as these terms and conditions have also been drawn up in a language other than Dutch, the Dutch text shall always prevail in the event of any differences.
1.5 If any provision of these general terms and conditions is void or voidable, the other provisions will remain in full force and the void or voidable provision(s) of these general terms and conditions will be replaced by a valid provision(s) that takes into account as much as possible the purpose and meaning of the void or voidable provision(s).
Article 2 Offers
2.1 All offers and/or quotations are without obligation, even if a term for acceptance is stated in the offer and/or quotation.
2.2 Verbal offers made by Rivièra Maison or its subordinates are not binding unless
they have been confirmed in writing by Rivièra Maison.
2.3 Price lists, brochures, etc. provided by Rivièra Maison are subject to change and do not constitute a quotation.
2.4 All images, drawings, models, colours and other information such as characteristics, sizes and specifications shown in an offer are for illustrative purposes only. These are only binding if expressly confirmed in writing by Rivièra Maison.
2.5 Rivièra Maison reserves all intellectual property rights to the images, drawings and models appearing in the offers, catalogues, website, etc.
Article 3 Agreement
3.1 The agreement for the purchase and sale of goods and the performance of work shall only become binding on Rivièra Maison upon its written confirmation.
3.2 Every agreement entered into with Rivièra Maison contains the resolutive condition that the customer will prove to be sufficiently creditworthy, at Rivièra Maison’s sole discretion.
3.3 The risk of errors and/or inaccuracies in orders and assignments that have not been confirmed in writing is entirely borne by the customer.
Article 4 Pricing
4.1 Any change in one or more of the cost-determining factors such as purchase prices (whether or not changed retroactively), exchange rates, import duties, value-added tax (VAT), increases in the prices of raw materials and materials, production costs or currency changes, which occur after order confirmation but before delivery, entitle Rivièra Maison, at its own discretion, to charge a correspondingly higher price or to cancel the order, without the customer being entitled to any compensation in this regard.
4.2 Unless expressly agreed otherwise in writing, all prices quoted by Rivièra Maison are in euros, excluding VAT, import duties and other taxes, levies or duties. Prices are based on Ex Works, Barneveld, the Netherlands (EXW, Incoterms® 2010) unless otherwise stated in writing.
Article 5 Registered customers in the Rivièra Maison systems
5.1 The username and password created by the customer are strictly confidential and are intended exclusively for use by the relevant user who has registered.
5.2 The customer guarantees that the user in question is authorised to place orders on behalf of the customer.
5.3 The customer shall ensure that the user keeps the username and password strictly confidential and does not disclose them to third parties. Rivièra Maison may assume that if a user logs in with the aforementioned username and password, that user is authorised to act on behalf of the customer.
5.4 As soon as the customer knows or has reason to suspect that the username and password are being misused or have fallen into the hands of unauthorised persons, the customer shall immediately inform Rivièra Maison of this, without prejudice to the customer’s own obligation to take immediate effective measures.
Article 6 Agreements
Agreements or contracts with subordinate members of Rivièra Maison’s staff are not binding on the latter, insofar as they have not been confirmed in writing by Rivièra Maison. In this context, subordinate staff are considered to be all employees and staff members who do not have power of attorney.
Article 7 Additional and Reduced Work
7.1 The work only includes that which has been agreed in writing between the parties. Additional and reduced work before or during the execution of the work must be agreed in writing and is eligible for settlement.
7.2 Costs incurred by Rivièra Maison that are beyond its control may be charged to the customer.
Article 8 Liability
8.1 Rivièra Maison’s liability towards the customer is limited to the fulfilment of the obligations described in Article 15.
8.2 Rivièra Maison shall never be liable to the customer for any damage suffered by the customer of any nature whatsoever, unless there is intent or gross negligence on the part of Rivièra Maison. Liability for indirect damage, consequential damage, immaterial damage, trading loss, loss of profit, environmental damage or damage resulting from liability towards third parties is also expressly excluded.
8.3 The customer is obliged to indemnify Rivièra Maison against all claims by third parties against Rivièra Maison, directly or indirectly related to (the use of) the goods delivered and/or the services provided, and the customer shall compensate Rivièra Maison for all damage suffered by Rivièra Maison as a result of such claims, unless there is intent or gross negligence on the part of Rivièra Maison.
8.4 If and insofar as, despite the above, Rivièra Maison is liable on any grounds whatsoever, Rivièra Maison’s liability shall be limited to the net invoice value of the goods and/orservices provided, on the understanding that Rivièra Maison shall be liable at most and exclusively up to the amount of the purchase price or the amount paid out by the insurance company. A series of related events causing damage shall be regarded as a single event/claim for the purposes of this article.
8.5 The provisions of this article do not affect Rivièra Maison’s statutory liability under mandatory provisions.
8.6 Any claim for compensation shall lapse if it is not submitted in writing to Rivièra Maison within one year of delivery.
8.7 Rivièra Maison undertakes to guarantee the safety of users of the webshop to the best of its ability, but cannot under any circumstances be held liable for damage resulting from the use of the webshop and, in particular, for damage caused by third parties who misuse the website or the payment system.
8.8 Except in cases of intent and gross negligence, Rivièra Maison is in no way liable for damage resulting from the inaccuracy and/or incompleteness of the content of the website, the (incorrect) use of the website and the provision of incorrect information by the customer.
Article 9 Cancellation
9.1 If the customer cancels the order for any reason whatsoever, it shall be obliged to reimburse all costs reasonably incurred with a view to the performance of the agreement (including costs of materials and raw materials already purchased by Rivièra Maison, whether or not processed at cost price, including wages and social security contributions), without prejudice to Rivièra Maison’s right to compensation for loss of profit and other damage. The customer shall also owe Rivièra Maison cancellation costs amounting to 1/3 of the agreed price. The customer is also obliged to indemnify Rivièra Maison against claims from third parties as a result of the cancellation of the order.
9.2 Without prejudice to the provisions of the previous paragraph of this article, Rivièra Maison reserves all rights to demand full performance of the agreement.
Article 10 Delivery
10.1 The agreed delivery times are not strict deadlines. Rivièra Maison will not be in default with regard to the delivery time until it has been given written notice of default by the customer, the customer has given it the opportunity to deliver within a reasonable period of time and Rivièra Maison has failed to do so.
10.2 The delivery times are set in the expectation that there will be no obstacles preventing Rivièra Maison from delivering the goods or carrying out the work.
10.3 The delivery period shall not commence until an agreement has been concluded in accordance with the provisions of Article 3 and the customer has provided Rivièra Maison with the data and information required for the performance of the agreement and Rivièra Maison has received the agreed advance payment from the customer.
10.4 As soon as Rivièra Maison notices that the specified period will be exceeded, Rivièra Maison will contact the customer about this. The customer’s obligations remain unchanged. Only in the event of an excessive delay (more than twelve (12) weeks) in the agreed delivery time does the customer have the right to terminate the agreement, unless the delay is caused by force majeure. However, the customer shall never be entitled to any penalty or compensation.
10.5 The goods may be delivered in instalments unless the customer has objected to this in writing. In the event of partial deliveries, the (payment) terms and conditions described below also apply to each partial delivery.
10.6 The customer has an obligation to take delivery. If the customer does not take delivery of the goods on the agreed date, the customer will be in default and Rivièra Maison may, at its discretion, (i) terminate the agreement without judicial intervention; (ii) send the goods to the customer at the customer’s expense and risk; (iii) retain the goods at the customer’s expense and risk. All costs arising from the above circumstances, including storage costs and any loss of revenue, shall be borne by the customer. The above applies without prejudice to the other rights accruing to Rivièra Maison.
10.7 Shipment will be made in the manner specified by Rivièra Maison. Delivery conditions will be agreed upon for each transaction. All delivery conditions are in accordance with Incoterms® 2010. If the customer wishes to receive a shipment by, for example, fast or express delivery, the additional costs associated with this will be borne by the customer.
10.8 For deliveries by Rivièra Maison within the Netherlands, the transport costs shall be borne by Rivièra Maison if the net order value is at least € 750,-. For deliveries by Rivièra Maison outside the Netherlands, separate agreements shall be made with regard to the transport costs.
10.9. The customer will not sell the goods via general online sales platforms such as eBay, bol.com, etc.
Article 11 Retention of title
11.1 As long as Rivièra Maison has not received full payment of all amounts, including any interest and costs, owed by the customer for goods delivered or to be delivered under any agreement and/or the performance of work and/or failure to comply with such an agreement, the goods delivered remain the property of Rivièra Maison.
11.2 Rivièra Maison shall be entitled to reclaim and take possession of these goods if the defaulting customer fails to fulfil its obligations, if it goes into liquidation, applies for or obtains a moratorium on payments, is declared bankrupt or has its goods seized.
11.3 The customer is obliged to take care of the goods and to insure them against the usual risks and is not entitled to encumber, rent out, dispose of, allow the use of and/or establish a (silent) pledge on them until the customer has fully met its obligations towards Rivièra Maison. However, the customer is permitted to use or dispose of the goods within the normal course of its business. The customer is not permitted to dispose of the goods in the normal course of its business if the customer has applied for a moratorium on payments or has been declared bankrupt.
11.4 The customer may agree with a third party that the latter will pay the purchase price on its behalf and be subrogated to Rivièra Maison’s claim. Payment by a third party who is subrogated to the customer’s claim does not result in the retention of title lapsing.
11.5 By subrogation as referred to in paragraph 11.4, Rivièra Maison transfers the retained ownership of the goods for which the third party has paid the purchase price to the subrogated third party. From the time of subrogation, the customer shall hold the described goods for the subrogated third party.
11.6 Subrogation in the claim by and transfer of the retained ownership to a third party as referred to in paragraphs 11.4 and 11.5 shall not affect the customer’s right to hold Rivièra Maison liable in the event that Rivièra Maison fails in any way to fulfil the agreements concluded between them.
11.7 If and as long as Rivièra Maison is the owner of the goods, the customer shall immediately inform Rivièra Maison if the goods are (or are likely to be) seized or if any other claim is made on (any part of) the goods. In addition, the customer shall (in that case) inform Rivièra Maison of the location of the goods owned by Rivièra Maison. In the event of seizure or (provisional) suspension of payments, the customer shall immediately inform the bailiff or administrator of the (ownership) rights of Rivièra Maison. The customer guarantees that any seizure of the goods will be lifted immediately.
11.8 If the same type of goods have been delivered on one or more unpaid invoices, the goods present at the customer’s premises shall be deemed to have been delivered on the unpaid invoices.
Article 12 Force majeure
12.1 Rivièra Maison is not obliged to fulfil any obligation under an agreement if it is prevented from doing so as a result of force majeure.
12.2 Force majeure within the meaning of this article is understood to mean circumstances that reasonably impede (timely) delivery by Rivièra Maison, including, but not limited to, storm damage and other natural disasters, impediments by third parties, impediments to transport in general, total or partial strikes, riots, war or threat of war both in this country and in the country of origin of the materials, exclusions, loss or damage to goods during transport to Rivièra Maison or the customer, non-delivery or late delivery of goods by suppliers of Rivièra Maison, export and import bans, sanctions, boycotts, embargoes, total or partial mobilisation, restrictive measures by any government, fire, malfunctions and accidents in the company or in Rivièra Maison’s means of transport, or in the means of transport of third parties, and the imposition of levies or other government measures.
12.3 If, at the time of the occurrence of force majeure, Rivièra Maison has already partially fulfilled its obligations or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or deliverable separately, and the customer is obliged to pay this invoice as if it were a separate agreement. Rivièra Maison also has the right to amend the content of the agreement in such a way that its performance becomes possible.
12.4 If the force majeure situation has lasted for more than six (6) months, both Rivièra Maison and the customer are entitled to terminate the agreement by dissolution. In that case, the customer is not entitled to any compensation.
Article 13 Delivery conditions
13.1 Upon delivery of the goods and/or performance of services, the customer shall, on pain of costs and damages, ensure:
a: That the place where the workpieces and/or materials are to be stored, or the deliveries are to be made, is such that no damage of any kind will occur;
b: That access to the site and/or any space where delivery is to take place is unobstructed and that all cooperation is provided to enable smooth delivery;
c: That if a lift or crane must be used, the opportunity to do so is provided. Any damage caused in this regard shall be borne by the customer, unless gross negligence or intent on the part of Rivièra Maison is established. If, upon delivery, the space through which the goods must be transported proves to be too small and there is no suitable lift available, a removal lift may be hired. The costs of this shall be borne by the customer;
d: That the space in which the work is to be carried out is provided with electricity, light, heating, water and adequate ventilation. The work is deemed to be carried out during normal working hours unless otherwise agreed in writing.
Article 14 Complaints
14.1 The customer is obliged to thoroughly inspect the work or goods for visible defects immediately after delivery. Any shortcomings, visible defects and/or damage must be noted by the customer on the transport document or delivery note. The customer is obliged to report complaints or damage in writing as soon as possible, but in any case within seven (7) working days after delivery, stating the nature and reason for the complaints or damage in detail. Failure to do so will result in the customer being deemed to have accepted the delivery. Use of the goods constitutes acceptance. The above notifications can only be submitted to Rivièra Maison via the notification procedure established by Rivièra Maison.
14.2 Rivièra Maison must be given the opportunity to check any complaints submitted. Agreement on the actions to be taken by Rivièra Maison will be confirmed by the customer by email in response to Rivièra Maison’s offer.
14.3 If the parties are unable to reach agreement, an independent expert will be called in. The costs of this expert will be borne by the party that is found to be in the wrong, unless otherwise agreed.
Article 15 Guarantee
15.1 The goods delivered by Rivièra Maison have the properties that the customer and end customer may expect under normal use.
15.2 All product descriptions, information and products offered by Rivièra Maison are delivered “as is”, without any explicit or implicit guarantees or warranties of any kind.
15.3 The warranty only means that Rivièra Maison will, to the best of its ability and at its own discretion, replace, repair or reduce the price of the delivered goods, or take back the products and credit the customer for the relevant invoice amount. Under no circumstances shall Rivièra Maison be obliged to reimburse any other costs and/or damage. Any costs incurred by the customer in replacing a good shall be borne by the customer. Goods may only be returned by the customer after written permission from Rivièra Maison and provided that the goods are properly packaged. Where applicable, the customer is obliged to allow repair/replacement by a specialist technician. The original warranty period continues to apply to the repaired goods; therefore, no new warranty period applies.
15.4 Minor deviations in colour, wear resistance, structure, finish, etc. that are considered acceptable in the trade or from a technical point of view cannot constitute grounds for complaint.
Article 16 Personal data
16.1 Rivièra Maison processes personal data within the meaning of the General Data Protection Regulation (GDPR).
16.2 The processing of personal data by Rivièra Maison takes place in accordance with the applicable national and international legislation in the field of personal data protection.
16.3 The customer agrees that Rivièra Maison may and can process confidential information and personal data concerning the customer and/or persons (formerly) employed by, or for, or associated with the customer, and/or its customers or third parties in the context of (i) an assignment given by the customer to Rivièra Maison, (ii) compliance with a legal obligation, (iii) optimisation of services and (iv) internal business purposes. In this context, processing also includes sharing this data with legal entities and companies affiliated with Rivièra Maison, and with third parties involved in the execution of the assignment, as well as processing by processors employed by Rivièra Maison.
16.4 The customer guarantees that personal data provided by him or originating from him may be processed by Rivièra Maison and indemnifies Rivièra Maison against any damage in connection with claims from data subjects or third parties relating to non-compliance with the applicable laws and regulations in the field of personal data protection.
16.5 Taking into account the state of the art and the costs of implementation, Rivièra Maison will take appropriate measures to protect the personal data originating from the customer.
Article 17 Suspension and termination
17.1 Rivièra Maison is entitled to suspend the agreements existing between it and the customer, insofar as these have not yet been performed, without judicial intervention and without notice of default, for a reasonable period of time, or to terminate the agreement without any obligation to pay compensation, if the customer does not (timely) properly or fully meets the (payment) obligations arising from any agreement concluded with Rivièra Maison, or if there are grounds to fear that the customer will not or will not timely fulfil its obligations, as well as in the event of bankruptcy or suspension of payments of the customer or in the event of the cessation or liquidation of its business.
17.2 Suspension and dissolution shall not affect the payment obligation for goods already delivered. In addition, Rivièra Maison shall then be entitled to claim compensation from the customer for damage, costs and interest, including lost profits incurred by Rivièra Maison. These claims shall be due and payable with immediate effect.
17.3 If the customer is in default or fails to fulfil one or more of its obligations, all reasonable costs incurred in obtaining satisfaction, both in and out of court, including the costs of legal assistance incurred by Rivièra Maison as a result of the customer’s failure to fulfil its obligations, or its failure to do so on time or correctly, shall be borne by the customer.
Article 18 Payment
18.1 As long as Rivièra Maison has not granted the customer a credit limit, delivery will only be made against (full or partial) advance payment.
18.2 Payment must be made within eight (8) days of the invoice date, unless otherwise agreed in writing by Rivièra Maison. Payment must be made in euros, without deduction of any discount, bank charges or set-off, by deposit or transfer to a bank account designated by Rivièra Maison. Payment shall only be deemed to have been made once the amount due has been irrevocably credited to Rivièra Maison’s bank account.
18.3 If the customer fails to meet its payment obligation to Rivièra Maison within the agreed term, it shall be in default without prior notice of default or notice of failure being required and shall owe interest on the amount due at a rate of one and a half per cent (1.5%) interest per month, with part of a month being counted as a whole month.
18.4 Rivièra Maison is also entitled, in addition to the principal sum and interest, to claim from the customer all costs, both judicial and extrajudicial, incurred as a result of the non-payment, including the costs of solicitors, bailiffs and collection agencies. The extrajudicial costs are fixed at a minimum of 15% of the invoice amount concerned and will amount to at least € 150,- per claim.
18.5 Rivièra Maison is at all times entitled, upon or after entering into the agreement, before (further) performance, to require the customer to immediately provide (additional) payment security in a form to be determined by Rivièra Maison. If the customer fails to provide the required security (in a timely manner), Rivièra Maison is entitled, without prejudice to its other rights, to immediately suspend the further performance of the agreement or to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to its right to compensation for damage suffered by it. In addition, all amounts owed by the customer to Rivièra Maison for any reason whatsoever shall become immediately due and payable.
18.6 Any objections to an invoice must be submitted to Rivièra Maison in writing, stating the reasons, within eight (8) working days of the invoice date. After this period, complaints will no longer be considered and the customer will have forfeited its rights in this regard. Objections to the amount of the invoices submitted do not suspend the customer’s payment obligation.
18.7 Rivièra Maison has the right to suspend the fulfilment of its obligations until the customer has fulfilled all its due payment obligations.
Article 19 Intellectual property rights
19.1 Rivièra Maison reserves all its intellectual property rights in relation to the goods it has delivered and/or the work it has performed. Rivièra Maison is and remains the exclusive owner of the copyright, design rights or any other intellectual property rights relating to its goods.
19.2 The customer is not permitted to copy or modify the goods in whole or in part without the written consent of Rivièra Maison.
19.3 The customer is not permitted to affix a different brand name to the goods delivered, or to use the brand in question in any other way or to register it in its own name.
Article 20 Applicable law and competent court
20.1 These general terms and conditions and all offers made by Rivièra Maison and all agreements between Rivièra Maison and customers are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
20.2 All disputes that may arise between the parties, including the collection of amounts due, will be brought exclusively before the civil court of the place of business of Rivièra Maison, without prejudice to Rivièra Maison’s right to submit the dispute to the court with jurisdiction in the place of business of the customer, if it so wishes. Disputes between Rivièra Maison and customers based outside the EU will be settled definitively by arbitration by the International Chamber of Commerce (‘ICC’) in accordance with the ICC Rules of Arbitration by one or more arbitrators appointed in accordance with these Rules. The language used will be Dutch or English. The arbitration will take place in Utrecht (the Netherlands).