General Terms and Conditions Poarte - Delft Tiles BV

Private company Poarte - Delft Tiles BV (hereinafter: Poarte) is registered with the Dutch Chamber of Commerce under number 82485216 and has its registered office at Froonacker 1A (8801KD) in Franeker.

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person who acts in the exercise of a profession or business.
4. Consumer: The natural person who does not act in the course of a profession or business.
5. Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
6. Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Poarte.
7. Products: The Products offered by Poarte are various types of newly made Delft wall tiles.
8. Seller: The supplier of Products to Buyer, hereinafter: Poarte.

Article 2 - Applicability

1. These general terms and conditions apply to every Offer by Poarte and every Agreement between Poarte and a Buyer and to every Product offered by Poarte.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Poarte will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the Poarte website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Poarte.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and insofar as applicable.

Article 3 - The Offer

1. All offers made by Poarte are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
2. The Offer made by Poarte is without obligation. Rightly is only bound by the Offer if the acceptance thereof is confirmed by the Buyer in writing within 30 days, or because the Buyer has already paid the amount due. Nevertheless, Poarte has the right to refuse an Agreement with a potential Buyer for any reason that is justified by Poarte.
3. The Offer contains an accurate description of the offered Product with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on Legal. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). Poarte cannot guarantee that the colors in the image correspond exactly to the real colors of the Product. It also applies to used Products that there are more and/or other damages on the Products which are not clearly visible in the photo.
4. Delivery times and terms stated in the Poarte Offer are indicative and if they are exceeded, they do not entitle the Buyer to dissolution or compensation, unless expressly agreed otherwise.
5. A composite quotation does not oblige Poarte to deliver part of the goods included in the offer or Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.

Article 4 - Conclusion of the Agreement

1. The Agreement is concluded at the moment that the Buyer has accepted an Offer from Poarte by paying for the relevant Product, or by expressly agreeing to the offer from Poarte.
2. An Offer can be made by Poarte by e-mail, via the website or in the sales area of Poarte.
3. If the Buyer has accepted the Offer by concluding an Agreement with Poarte, Poarte will confirm the Agreement with the Buyer in writing, or at least by e-mail.
4. If the acceptance (on minor points) deviates from the Offer, Poarte is not bound by it.
5. The Offer is not legally bound if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
7. Products that cannot be taken back due to customization are excluded from the right of withdrawal. This is expressly stated in the Offer.

Article 5 - Performance of the Agreement

1. Rights will perform the Agreement to the best of its knowledge and ability.
2. If and insofar as required for the proper execution of the Agreement, Poarte has the right to have certain activities performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, which Poarte indicates is necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to Poarte in a timely manner. If the information required for the execution of the Agreement has not been provided to Poarte in time, Poarte has the right to suspend the execution of the Agreement.
4. In the execution of the Agreement, Poarte is not obliged or obliged to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Poarte, the Buyer is obliged to reimburse the additional or additional costs accordingly.
5. Before proceeding with the execution of the Agreement, the right can demand security from the Buyer or full payment in advance.
6. Poarte is not liable for damage, of whatever nature, that has arisen because Poarte relied on incorrect and/or incomplete information provided by the Buyer, unless Poarte was aware of this inaccuracy or incompleteness.
7. The Buyer indemnifies Poarte against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.

Article 6 - Delivery

1. If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not provided all the requested information or has not provided it on time, does not provide sufficient cooperation, the (down) payment has not been received in time by Poarte or due to other circumstances If any delay occurs beyond Poarte' control, Poarte is entitled to a reasonable extension of the delivery or completion period. All agreed delivery times are never strict deadlines. The buyer must give Poarte written notice of default and allow it a reasonable period of time to still be able to deliver. The buyer is not entitled to any compensation due to the delay that has arisen.
2. The buyer is obliged to take delivery of the goods at the time they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to accept or is negligent in providing information or instructions that are necessary for the delivery, Poarte is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by Poarte or an external carrier, Poarte is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If Poarte requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Poarte with all information necessary for the performance.
6. If Poarte has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
7. Poarte is entitled to deliver the goods in parts unless this has been deviated from by the Agreement or if the partial delivery does not have an independent value. Poarte is entitled to invoice the thus delivered separately.
8. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Poarte reserves the right to refuse delivery if there is a well-founded fear of non-payment.
9. If Poarte has not delivered the complete order, the Buyer must give Poarte a period of at least 3 to 6 weeks to deliver the complete order.

Article 7 - Packaging and transport

1. Poarte undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
3. Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.

Article 8 - Investigation, complaints

1. The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case, within 14 days of receipt of the delivered goods, but only to unpack or use them to the extent necessary. To assess whether it keeps the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
2. The Buyer is obliged to investigate and inform himself in which way the Product should be used. Poarte accepts no liability for misuse of the Product by Buyer.
3. Any visible defects or shortcomings must be reported to Poarte in writing after delivery at Poarte@Poartedelfttiles.com. The buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Poarte in the manner indicated by Poarte.
5. If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in its original condition and packaging to Poarte, in accordance with Poarte' return instructions. The direct costs for return shipments are for the account and risk of the Buyer.
6. Poarte is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer's declaration of dissolution. Refunds will be made to the previously specified account number.
8. If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Poarte, Poarte will send the missing Product(s) or cancel the remaining order at the request of the Buyer. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Poarte.

Article 9 - Advice

1. If instructed to do so, Poarte may draw up advice, action plan, design, reporting, planning and/or reporting for the benefit of the service. The content of this is not binding and only of an advisory nature, but Poarte will observe its duties of care. The buyer decides himself and under his own responsibility whether to follow the advice.
2. The advice provided by Poarte, in whatever form, can never be regarded as binding advice.
3. At Poarte' first request, the buyer is obliged to assess proposals it has provided. If Poarte is delayed in its work because the Buyer does not or not timely provide an assessment of a proposal made by Poarte, the Buyer is at all times responsible for the resulting consequences, such as delay.
4. The nature of the service means that the result always depends on external factors that can influence the reports and advice of Poarte, such as the quality, correctness and timely delivery of the necessary information and data from the Buyer and its employees. . The buyer guarantees the quality and the timely and correct delivery of the required data and information.
5. The Buyer shall immediately notify in writing prior to the commencement of the work all circumstances that are or may be important, including any points and priorities to which the Buyer wishes attention.

Article 10 - Prices

1. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
2. The prices stated in the Offer include VAT, unless expressly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials of which there are price fluctuations in the financial market and on which Poarte has no influence, Poarte can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.

Article 11 - Payment and collection policy

1. Payment should preferably be made in advance in the currency in which the invoice was made using the method indicated.
2. The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. The buyer must make a lump sum payment to the account number and details of Poarte made known to it. Parties can only agree on a different payment term after explicit and written permission from Poarte.
4. If a periodic payment obligation of the Buyer has been agreed, Poarte is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Poarte' claims against the Buyer are immediately due and payable.
6. Poarte has the right to set off the payments made by the Buyer; firstly in deduction of costs, then in deduction of accrued interest, and finally in deduction of principal and accrued interest. Poarte may, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the attribution. The right to refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
7. If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they fall into default.
8. From the date that the Buyer is in default, Poarte will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
9. If Poarte has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and enforcement costs incurred are also for the account of the Buyer.

Article 12 - Retention of title

1. All goods delivered by Poarte remain the property of Poarte until the Buyer has fulfilled all the following obligations under all Agreements concluded with Poarte.
2. The buyer is not authorized to pledge or encumber the items subject to retention of title in any other way if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform Poarte of this as soon as may reasonably be expected.
4. If Poarte wishes to exercise its property rights referred to in this article, the Buyer already now grants unconditional and irrevocable permission and authorization to Poarte or third parties to be designated by it to enter all those places where Poarte' property is located and to take those things back.
5. Poarte has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over from Poarte. After the Buyer has fulfilled its obligations, Poarte will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed to Poarte by the Buyer on first request.

Article 13 - Warranty

1. Poarte guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. If Poarte sells or supplies antique products or otherwise second-hand products, Poarte does not guarantee. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Poarte of this use at the time of entering into the Agreement.
2. The warranty mentioned above only extends to what has been provided by the producer and applies for a period that corresponds to the manufacturer's warranty. Poarte is never responsible for the suitability of the Products for any individual application by the Buyer.
3. A warranty period of six months applies to the newly sold and delivered Products, unless otherwise agreed. There is no warranty period on antique or otherwise second-hand products.
4. If the goods to be delivered do not comply with these guarantees, Poarte will replace the goods within a reasonable term after receipt thereof or arrange for repair at the discretion of Poarte. In the event of replacement, the Buyer undertakes already now to return the replaced item to Poarte and to transfer ownership to Poarte.
5. The guarantee referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of Poarte, the Buyer or third parties have made changes or attempted to make changes to the item or have used them for purposes for which the item is not intended or has been used under abnormal circumstances.
6. Poarte does not guarantee the installation of tiling, as this work is not performed by it. Damage to the Products as a result of this is excluded from the warranty.

Article 13 - Used products

1. The Buyer, being a Company, must examine the Product immediately after purchasing the Product whether it complies with the Agreement. A period of 14 days applies to Consumers if the Agreement was concluded outside the sales area. Poarte expressly does not give any warranty on the products used. Poarte declares that the product has been properly tested when the product leaves the warehouse. The Buyer cannot derive any rights from a defective Product of which the relevant defects are stated in the Offer.
2. If the Buyer is a Consumer, he is entitled to a replacement of the Product if it is suspected that the Product did not comply with the Agreement upon delivery, if the deviation from the agreement becomes apparent within a period of 6 months after delivery, unless the nature of the Product or the nature of the deviation precludes this. The foregoing does not affect the fact that Poarte is not responsible for the suitability of the Products for each individual application by the Buyer. The buyer must follow the regulations and instructions of Poarte. The warranty provided is without prejudice to the fact that Poarte is never responsible for the suitability of the Products for each individual application by the Buyer. The buyer must follow the regulations and instructions of Poarte.

Article 14 - Suspension and dissolution

1. Poarte is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
2. In addition, Poarte is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfill its obligations under any Agreement concluded with Poarte. result.
3. Furthermore, Poarte is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if circumstances arise otherwise. which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, Poarte' claims against the Buyer are immediately due and payable. When Poarte suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
5. Poarte always reserves the right to claim compensation.

Article 15 - Limitation of liability

1. If the performance of the Agreement by Poarte leads to liability on the part of Poarte towards the Buyer or third parties, that liability is limited to the costs charged by Poarte in connection with the Agreement, unless the damage is caused by intent or gross negligence. Poarte' liability is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
2. Poarte is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to Consumers in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. Poarte is not liable for and/or obliged to repair damage caused by the use of the Product. If agreed, Poarte supplies maintenance and usage instructions that must be complied with by the Buyer. All damage to Products as a result of use is expressly excluded from liability; this includes traces of use, use damage, fall damage, light and water damage, theft, loss.
4. Poarte is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Poarte is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
6. Poarte does not guarantee a correct and complete transmission of the content of an e-mail sent by/on behalf of Poarte.
7. Poarte is not liable for damage resulting from the laying of floor tiles and/or the installation of wall tiles by an external party.
8. Any advice provided by Poarte, based on incomplete and/or incorrect information provided by the Client Provided information is never a ground for liability on the part of Regs.
9. The content of the advice provided by Poarte is not binding and only advisory in nature. The Client itself decides and under its own responsibility whether it will follow the proposals and advice of Poarte mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Poarte. Poarte is not obliged to any form of refund if this is the case.
10. If a third party is engaged by or on behalf of the Client, Poarte is never liable for the actions and advice of the third party engaged by the Client, as well as the processing of results (of advice drawn up) of the third party engaged by the Client in its own advice.
11. All claims by the Buyer due to shortcomings on the part of Poarte will lapse if these have not been reported to Poarte in writing and with reasons, within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.

Article 16 - Force majeure

1. The right is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that cannot be prevented. attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted standards.
2. Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Poarte, (ii) failure to properly fulfill obligations of suppliers that Buyer has Are prescribed or recommended by law, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) malfunction of the internet, data network and telecommunication facilities (for example due to: cybercrime and hacking) , (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at Poarte' company and (xi) other situations that, in Poarte' opinion, are outside its sphere of influence that affect the fulfillment of its obligations. obligations temporarily or permanently.
3. Poarte has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Poarte should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. Insofar as Poarte has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, Poarte is entitled to will be invoiced separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 17 - Risk transfer

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a company, the moment the goods leave the warehouse of Poarte. For Consumers, the above-mentioned risk will pass to the Buyer if the Products have been provided under the Buyer's control. This is the case if the Products have been delivered to the delivery address of the Buyer.

Article 18 - Intellectual Property Rights

1. All intellectual property rights and copyrights of Poarte rest exclusively with Poarte and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents to which Poarte' intellectual property rights and copyrights rest without the express prior written consent of Poarte. If the Buyer wishes to make changes to goods delivered by Poarte, Poarte must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products to which Poarte' intellectual property rights rest other than as agreed in the Agreement.

Article 19 - Privacy, data processing and security    

1. Poarte handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Poarte will inform the data subject about this.
2. If Poarte is required to provide information security on the basis of the Agreement, this security shall comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.

Article 20 - Complaints

1. If the Buyer is not satisfied with the Products of Poarte and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. to report. Complaints can be reported via info@Poartedelfttiles.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer if Poarte is to be able to handle the complaint.
3. The right will respond to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.

Article 21 - Applicable law

1. Dutch law applies to every Agreement between Poarte and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof is always decisive. The right has the right to unilaterally change these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between Poarte and the Buyer will be settled at the competent court in Noord-Holland, Leeuwarden location, unless mandatory provisions lead to the jurisdiction of another court.

Franeker, 8 september 2022