General
1.1 These conditions apply to all sales related activities regarding flooring products between Interface European Manufacturing B.V. (“we”, “us” or ”Interface”) and a buying customer (“you”), unless explicitly agreed otherwise in writing or stated in the confirmed order.
1.2 Any terms & conditions used by you are not applicable and are hereby explicitly rejected by Interface.
Orders
2.1 We are only obligated to deliver any ordered products as confirmed in writing by Interface.
2.2 We cannot be held to an offer or order if (a part of) the offer or order includes an obvious error or mistake made by Interface.
2.3 You are always responsible for the correctness of the confirmed order.
Prices and payment
3.1 All prices will be in the currency stated on the order confirmation excluding VAT, including packaging.
3.2 We may change our prices at any time observing two months’ notice or directly following from unforeseen changes in costs for raw materials, wages and other factors beyond our control.
3.3 All invoices must be paid within thirty (30) days from the date the invoice is sent.
3.4 Any discussions regarding the correctness or status of an order or invoice does not relieve you of your obligation to pay the invoice in full.
3.5 In case your payment is delayed, we are entitled to charge a monthly interest rate of 8% above the ECB base rate for the duration of the delay.
3.6 You will be liable to pay all costs associated with the collection of a late payment, including judicial and extrajudicial costs. These costs will be deemed at least at 15% of the order amount.
3.7 If you are or remain in default of fulfilling your payment obligations, we will be entitled to suspend any further deliveries to you.
Delivery
4.1 All orders will be delivered Ex Works (Incoterms 2020).
4.2 Delivery periods shall only apply when agreed upon in writing. The delivery period shall commence on the day that all information required is available to us and the order is confirmed.
4.3 Exceeding the delivery period does not entitle you to dissolve or terminate (a part of) the order or claim damages, except in case of gross negligence or intent by Interface.
4.4 We reserve the right to at all times deliver the goods at a later time, i.e. within fourteen (14) days after the agreed end of the delivery period.
4.5 We reserve the right to perform the delivery in stages.
4.6 If an order cannot be delivered in the agreed way due to your default, we will be entitled to charge you for the costs associated with this such as storage or sell the goods to a third party at our own account and risk. You will then still owe the purchase price plus interest, where appropriate reduced by the proceeds of the sale to the third party.
Retention of title
5.1 We reserve the ownership of any and all goods delivered until all invoices and claims from Interface towards you have been paid in full.
5.2 You shall keep the delivered goods with the necessary care and take precautions so that we can effectuate our rights if needed.
5.3 You will be responsible for any damages to and/or loss of goods and shall insure the delivered goods against fire, burglary and other risks.
5.4 The goods for which final payment has not been made shall not be modified, encumbered, transferred, or removed by you without our prior written consent.
5.5 As long as the ownership of the goods has not been transferred to you, you can only sell any goods, at least until the date of a possible bankruptcy or suspension of payment, in the context of your normal business operations. You are not allowed to pledge or confer the title of the delivered goods.
5.6 In the event of a credit sale by you, you must stipulate a retention of title from third parties in accordance with the provisions contained in this article, as long as the ownership of the goods has not been transferred to you.
5.7 You shall immediately notify us in writing if (a part of) the goods are being (threatened to be) seized or otherwise claimed and notify the bailiff, administrator or trustee of our rights in case of seizure, suspension of payment or your bankruptcy.
5.8 When you fail to meet your payment obligations or if we have good reason to fear you will fail in doing so, and fail to declare yourself prepared to comply with your obligations within a reasonable period after a written demand by Interface, we reserve the right to either temporarily or permanently retrieve the goods under retention of title. You shall authorise us to enter the premises where the goods are located, in order for us to retrieve them.
Defects and complaints
6.1 We guarantee you that the goods will be free of any manufacturing or other serious defects in design, material and workmanship. In the unlikely event of a defect, we shall, at our option, either replace such delivered goods with similar new goods, repair the defective goods or pay a reasonable compensation to a maximum of the order amount of the defective goods.
6.2 You must thoroughly inspect or have inspected the goods immediately upon receipt by you or a third person acting on your instructions.
6.3 You must notify us in writing within 10 working days concerning any visible defects following delivery. Any hidden defects that exclusively appear after use, you must report to us in writing within 10 working days after these have been become apparent to you.
6.4 You cannot assert your rights relating to complaints or defective goods if you fail to meet any commitment towards Interface directly opposing these. You will assist us with our investigation of your complaints.
6.5 The right of recovery in this clause shall not exist when:
• You are in default towards Interface;
• the defectiveness is caused by (future) governmental regulations with respect to the nature or quality of the applied materials;
• it doesn’t concern a manufacturing defect or concerns a defect following from normal use;
• it concerns minor abnormalities in quality, size, material structure or shading;
• the goods have been treated carelessly, in violation of our instructions or cut up, cut to pieces or treated, processed, used or damaged in any other way.
• different and/or more stringent demands have been made to the activities undertaken and/or the delivery than known upon conclusion of the order;
• repairs or other actions have been performed by a third party without our prior written consent;
• the goods were indicated as second choice or to have minor defects upon ordering.
6.6 You are not entitled to return the goods without our prior written consent. If you return goods without consent, these shall be kept available to you at your own expense and risk, without this resulting in recognition of a claim.
Force Majeure
7.1 If we cannot meet our obligations due to force majeure, such obligations shall be suspended for the duration of the force majeure.
7.2 If the force majeure has lasted two months, parties shall be entitled to completely or partly dissolve the agreement in writing. In the event of force majeure, you have no right to any damages.
7.3 Force majeure means in any event all circumstances beyond our control, which prevents us from meeting (a part of) our obligations. Such circumstances include strikes and lockouts, discontinuation or other problems during production by Interface or our suppliers and/or during transport and/or measures taken by any government body, as well as the lack of any license required by operation of law or any other events or circumstances beyond our reasonable control, whether similar or dissimilar to any of the foregoing.
7.4 We shall promptly notify you of a (possible) force majeure.
Liability
8.1 We are only liable towards you for direct damages if and insofar as the direct damages are a result of intent or wilful recklessness by Interface and/or its managerial subordinates.
8.2 Our liability for damages will in any event be limited to the total amount of the concerning order excluding VAT for each event and shall never include any consequential damages, such as intangible loss, lost profits or goodwill, damage to the company and/or the environment. Any connected events shall count as one.
8.3 Our liability regarding product liability, fraud, death or personal injury resulting from negligence or other mandatory provisions shall remain unaffected
8.4 We are not liable for any third party damages related to the use of our products or any other information provided by us to you and you indemnify us for all claims and damages that third parties may have or suffer.
Termination and dissolution
9.1 We are entitled to completely or partially terminate an agreement, including a confirmed order, we have with you without further notice of default (and without prejudice to our other (statutory) rights), when:
• you default on one or more of the obligations related to the confirmed order and these conditions.
• you are declared bankrupt, suspension of payment is requested, your business has been shut down or liquidated, or your business has been transferred to a third party;
• the delivery is rejected after inspection or re-inspection;
9.2 In case of one of the above events all of your orders that haven’t yet been completed are dissolved by operation of law, unless we notify you that we expect compliance within a reasonable period in which case we may suspend our obligations until payment is sufficiently secured, without us being liable to pay any compensation.
9.3 If an agreement is dissolved, all our claims and receivables from you will be immediately due and payable and you shall be liable for all damages suffered by Interface including loss of profit and transportation costs.
9.4 Confirmed orders cannot be cancelled.
Intellectual property
10.1 All existing and future intellectual property (rights) related to the sales activities and our products will be with Interface. This includes, but is not limited to: estimates, designs, drawings, products and images.
Confidentiality
11.1 All non-public information you receive from us and of which it is apparent to a reasonable person that such information is confidential, such as prices, commercial terms, designs, sales plans and marketing information, must be kept confidential and not disclosed to any third parties.
Miscellaneous
12.1 You are not allowed to transfer your rights and/or duties to any third party without our prior written consent.
12.2 Failure by either party to act on a provision in these conditions will not be deemed a waiver of that party’s right.
12.3 All provisions in these conditions are severable should any provision be determined invalid or unenforceable, in which case it will be replaced by a provision that comes as close as legally and economically possible to the order.
12.4 In writing means either by letter of by e-mail.
Applicable law and competent court
13.1 These conditions and all sales related activities shall be governed by Dutch law and subject to the exclusive jurisdiction of the Dutch courts in Amsterdam.
13.2 The applicability of the Vienna Sales Convention is excluded.