BLOOMMING GENERAL TERMS AND CONDITIONS OF SERVICES, SALE AND DELIVERY
1. These ‘Bloomming General Terms and Conditions of Services Sale and Delivery’ (hereafter: “General Conditions”) apply to and form an integral part of all quotations, offers, confirmations and services or sale or other agreements concluded between Buyer on one hand and (one of the companies of) Bloomming;
(i) Bloomming is established in Eindhoven (Netherlands); Bloomming has been established under the Dutch national law.
2. Buyer in the General Conditions means: the counterparty of Bloomming.
3. The term ‘goods’ in these General Conditions includes services.
4. The applicability of any terms and conditions used by Buyer is expressly excluded.
2. QUOTATIONS / AGREEMENT
1. Unless otherwise stated, any offer or quotation by Bloomming is subject to contract.
2. An agreement shall take effect once an offer accepted by Buyer has been confirmed by Bloomming.
3. Orders for goods made on demand (“specials”) cannot be cancelled.
4. Unless agreed otherwise all other orders may be cancelled or changed
within ONE working day following the order confirmation by Bloomming. Any other change or cancellation of an order is subject to Bloomming’s written approval and is subject to conditions by Bloomming.
5. If the price, discounts or dates of delivery are based on an apparent error, Bloomming may correct the mistakes or cancel the order.
6. All agreements can at all times be subject to credit approval by Bloomming. The aforementioned does not prevent Bloomming from requiring at any time security for compliance with Buyer’s financial obligations.
7. Bloomming has the right to involve third parties in the execution of the agreement, without prior notice to the Buyer. Costs of these third parties will be recharged to the Buyer.
3. PRICE AND PAYMENT
1. All quoted prices by Bloomming VOF are in EURO
2. All prices are exclusive VAT and other government duties or taxes, as well as any costs incurred in the context of the agreement, such as administrative, transport and COD charges. These taxes and costs will be added to the sales price and form a part of the agreed invoiced amount due by Buyer.
3. If discount is agreed for the purchase of a certain quantity or range in an order, Bloomming is not obliged to apply the discount if fewer or different goods than those agreed are actually delivered.
4. Unless expressly agreed otherwise, all orders are accepted on the basis of PRE-PAYMENT.
5. Any invoice must have been paid on Bloomming’s bank account not later than 30 (thirty) calendar days upon invoice date. In case delivery of any order agreed on a PRE-PAYMENT condition takes place within the aforementioned term, the invoiced amount must be settled at least 5 (five) calendar days prior to the scheduled delivery date. No discount is allowed for early payments.
6. If the invoiced amount is not paid in within the payment term, then the Buyer is in default without any notice being required. In addition to any other rights and remedies Bloomming may have under applicable law, interest will accrue on all late payments at the rate of 1% (one percent) per calendar month or part of the month or the applicable statutory rate, whichever is higher.
7. In the event that collection is necessary all collection costs are payable by Buyer equal to 10% of the principal owed with a minimum of 500,00 euro. If the debt collection involves court proceedings then all legal costs, including legal advice and representation in court and out of court, as well as all execution costs, shall be for the Buyer’s account. Any payment will first be imputed to any costs and/ or interest. After costs and interest are fully paid, payments will be imputed to the capital sum.
8. Even if the Buyer is of the opinion that the quality of the delivered goods or services is not in accordance with the agreed goods or services, this does not release him from the obligation to pay. The Buyer has no right to any deduction, discount, adjournment or set off.
9. If fewer goods are delivered, or received in good condition, than invoiced, and Buyer objects in good time, Buyer remains liable for the amount invoiced in respect of the goods received in undamaged condition.
10. In the event of any default by Buyer in the payment of any amounts, charges due, or other obligations, Bloomming has the right to postpone any further deliveries of any goods, without being liable for any losses or damages by Buyer. Such right shall be in addition to, and not in lieu of, any other rights and remedies available under the agreement or at law.
1. Bloomming shall always make commercially reasonable efforts to deliver the services or goods within the delivery term. However, unless explicitly agreed otherwise in writing, delivery dates communicated in or acknowledged by Bloomming are approximate dates. Bloomming shall not be liable or be in breach of its obligations, when delivery is made sooner or later than the communicated delay.
2. If the agreed date is exceeded, Buyer is still obliged to accept delivery of the goods or services, unless before delivery Buyer has put Bloomming in default, allowing Bloomming with a reasonable period to execute the agreement, and such term has also expired.
3. Bloomming may postpone any delivery in the case of production problems affecting the quantity of goods or the quality of goods produced. If such delay last longer than 3 (three) calendar months, either party may cancel the order. Bloomming is not liable for any losses, including lost profits or savings by Buyer.
4. Unless explicitly agreed otherwise, any delivery is made Delivered At Place = delivery at premises Buyer; duties, taxes are for Buyer’s account) Extra carriage costs may be charged in the event that the order amount remains under a set minimum order amount.
5. When Buyer fails to accept delivery of the goods or services, or fails to provide the information or instructions to enable delivery it is fully liable to Bloomming for all damages and losses suffered by Bloomming, such as (but not limited to) transportation costs, extra storage, handling and insurance. Regarding (re-)delivery, Bloomming may demand prior payment of all aforementioned costs.
6. Bloomming is entitled to partial delivery of the goods or services.
7. Upon delivery, Buyer shall check the condition of the delivered goods. If the goods have any defects, Buyer shall, in the presence of the carrier, open the packaging and check the goods for damage.
8. If the goods are damaged Buyer shall refuse delivery of the goods and have the carrier take it back. It shall notify Bloomming immediately by e-mail if possible with a picture of the condition in which the goods and packaging have been delivered.
9. The Buyer has to make sure that all the information or data that Bloomming renders necessary are provided to Bloomming timely.
5. CHANGES TO SPECIFICATIONS, COMPLAINTS AND RETURNS
1. Minor changes can occur in shape or colour depending on the material the good is made of or design of the good.
2. Depending on the materials used for its manufacture, the original goods may change in the course of time, due to environmental influences (UV – light and other for lacquered goods, colours, fabrics and other).
3. Bloomming is constantly searching to improve its goods. Goods delivered may therefore technically differ from goods ordered.
4. Buyer is obligated to check all delivered goods or services immediately after receipt. If the goods or services delivered are not, in the opinion of the Buyer, in accordance with the goods or services ordered or not all goods have been delivered, Buyer shall immediately notify Bloomming by e-mail and in any event not later than the fifth working day following the delivery date. Bloomming is not obliged to deal with complaints that have been received beyond this term. Any complaint filed by Buyer must be specified as detailed as possible with a digital photo annexed to the e-mail.
5. If the complaint, according to Bloomming, is justified, then Bloomming has the choice: (i) to replace the defect or missing goods, or (ii) to credit Buyer the purchase price.
6. Extra costs for mounting, dismounting or re-installation for replaced goods or goods taken back are fully at Buyer’s charges.
6. SUSPENSION AND TERMINATION
1. Bloomming is entitled to suspend in whole or in part performance of its obligations under any agreement or to terminate the agreement if:
(i) Buyer has failed to comply on time, in full or at all with its obligations under this or previous agreements;
(ii) if having entered into the agreement, Bloomming has all reasons to fear that Buyer will not (be able to) comply with all its financial obligations;
(iii) Buyer failed to supply the requested security or any adequate security.
2. If, due to delay on the part of Buyer Bloomming cannot reasonably be expected to comply with the agreement upon the terms originally agreed, then Bloomming is entitled to cancel the agreement with immediate effect. Buyer shall be liable towards Bloomming for any and all costs or damages, or loss in profits suffered by Bloomming.
3. Bloomming is entitled to terminate the agreement if circumstances arise whose nature and extent means that Bloomming cannot be expected according to the principles of reasonableness and fairness to perform the original agreement.